


Forgetful

by sinecure



Category: Buffy the Vampire Slayer
Genre: AU, Dark, Dark Magic, Dark Willow, F/M, Magic, Memory Magic, Sex, Sex Magic, Sexual Violence, borderline non-con
Language: English
Status: In-Progress
Published: 2010-10-12
Updated: 2010-10-12
Packaged: 2017-10-12 15:09:44
Rating: Mature
Warnings: No Archive Warnings Apply
Chapters: 5
Words: 49,258
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/126232
Author URL: https://archiveofourown.org/users/sinecure/pseuds/sinecure
Summary: <blockquote class="userstuff">
              <p>Spike and Willow have a conversation and certain facts are brought to light. Things forgotten. Things remembered.</p>
            </blockquote>





	1. Forgetful

**Author's Note:**

> **Title:** Forgetful  
>  **Disclaimer:** I own the plot, and nothing else. Mutant Enemy, Joss Whedon and a whole lot of other people own the show Buffy the Vampire Slayer and the characters contained herein.  
>  **Rating:** R  
>  **Summary:** Spike and Willow have a conversation and certain facts are brought to light. Things forgotten. Things remembered.  
>  **A/N:** In this story, Smashed has happened, but only part of it. Buffy and Spike did bring the house down, but Amy was not de-ratted yet, so, no Bronze magic stuff for Willow and Amy. This takes place a few weeks after Smashed, but is completely AU after that episode. Willow and Tara have been broken up for weeks, and Buffy and Spike have been having sex for weeks, Giles is still in Sunnydale, and I think that's everything.

Willow opened her eyes, glancing around at the group of people surrounding her. The spell induced slumber was wearing off, leaving them all yawning as they opened their eyes.

Buffy, the first to recover, brushed her hair out of her face with a yawn. "Nothing here," she said, stretching her neck to work out the kinks. Her eyes settled on Dawn. "Anything?"

"No," Dawn answered, slouching in disappointment. She uncrossed her legs, stretching with the unabashed freedom of a child, though she was no longer that, she sometimes acted that way. She climbed to her feet with such ease and flexibility that Willow found herself envying her.

Willow's own legs were still crossed, and she wasn't sure she could unfold them without the ache moving all the way through her body. Spells took way too much out of her. Aspirin wasn't even helping anymore. Rubbing her aching head, she turned to the men in the room.

Xander clapped his hands loudly and jumped to his feet. "Nothing from me, Will. I told you, no one's messed with our memories since you-" when she looked down at her hands, he cleared his throat. "I just meant that... um, nope, nothing since Dawn and that whole thing, and now I'm going to go..." he pointed toward the counter before moving that way, "over there."

Giles glanced her way a bit nervously, which made her realize that they were all sort of avoiding looking directly at her, and when they did, there was awkwardness and distrust. She sighed as an uncomfortable frisson of guilt shot through her. They still didn't trust her. Would she ever feel normal around them again, short of removing herself from their presence completely?

Giles climbed quite slowly to his feet, reaching out a hand to support himself on the counter. A few nearly silent groans let everyone know how sore he was. When she caught another uncomfortable glance tossed her way, she looked away, not wanting to see the disappointment, but instead of disappointment, he looked over the tops of his glasses at her, and she saw genuine concern. "Are you all right?"

I must look worse than I feel, she thought, nodding and staying where she was. "Uh-huh. But I can't move. Other than that, you know, doin' pretty good." She waved away his helping hand and closed her eyes attempting to do a healing spell. Nothing happened. She was still sore, still sitting there in pain, and about to start whimpering like a baby from the ache in her all over.

"Willow?" Buffy rested her hand on Willow's shoulder, her voice full of concern. "Aspirin?"

"Yes, please," Willow answered, opening her eyes to smile up at Buffy. As soon as Buffy turned away to retrieve the bottle of aspirin from the bathroom, the smile dropped off of Willow's face. While the others were occupied with moving and discussing the failed spell, she very carefully uncrossed her legs and stretched them out, biting her lip to keep from crying.

Pressing her hand flat against the floor, she pushed herself to her feet. As soon as she was standing, the Magic Box started spinning out of control and the floor reached up to meet her.

"Willow!" she heard someone yell, before everything went black.

Willow snuggled down under the covers, smiling sleepily as Tara whispered in her ear. She'd missed her so much. Missed being with her lover. Why had they even broken up? She couldn't remember. But now Tara was back and things were normal again, and-

"Wake up, Willow," a voice whispered in her ear.

Willow moaned contentedly, stretching into her lover. "Tara?" She opened her eyes, and they immediately lost their happiness when she saw Buffy leaning over her in concern. Something cold and wet was on her forehead, dripping into her hair and onto the floor of the Magic Box. More concerned faces leaned into view. "Hello. Why are we all looking at me?"

"You fainted," Buffy explained, smoothing her hand down Willow's hair. "It was that stupid spell. I told you we shouldn't do it." She turned to look over her shoulder at Giles. "I told you."

Giles stood up, out of Willow's vision. "Yes, well, we had to know, didn't we?"

"But not at the expense of Willow's life," Buffy said angrily. "It's hurting her."

Giles propped his hands on his hips in a way rarely seen by the fussy Englishman. "I haven't the skill. Willow's the only one who-"

Hoping to stall an argument, she sat up, holding the dripping cloth to her head. "I'm fine," she insisted. "Just a little tired. And sore. Maybe kinda achy too. Really."

Dawn leaned down to help her up. "You don't look okay. Kinda icky, in fact. With an added dash of pukey."

Willow chuckled, accepting Dawn's hand. She'd intended not to let the girl actually pull her up, but she found she had to, because there was no strength left in her at all. "Oh, I think I need to rest."

"Okay," Buffy said, taking charge. "Giles, Xander, suit up." She waited until they headed into the training room for weapons before continuing. Turning to her sister, she sighed, not wanting to see the disappointment that was sure to come. "Dawn, I'm sorry, you can't come this time. I think you should stay here to keep an eye on Willow."

Instead of the immediate grousing and griping they'd come to expect from the younger girl, they were surprised to see an eager grin forming. "Cool," she squealed, hopping over to stand beside Willow. Seeing her wince, Dawn gently hugged Willow and apologized. "I've been dying to start on those magick lessons, and since you're all hurt and stuff, I can do a spell this time, right? In- instead of you, I mean..." she trailed off, looking from one stern face to the other. "Oh, I can't do a spell then. I'll just," she gestured to the table and stomped over to it to drop ungracefully to one of the chairs. "Sit. And stare at the wall."

Willow had no desire to spend the next few hours with a complaining, pout-y Dawn. Nope, not with this headache raging inside her skull. Laying the wet cloth on the counter, she turned to Buffy with what she hoped was a reassuring smile. "I'll be okay alone, take her."

"But, Will, you can hardly stand," Buffy protested, ducking behind the counter and coming up with two stakes, which went into her jacket pocket.

"So? I'll sit." Gesturing to Dawn, who was already in the middle of a good pouting session, she raised an eyebrow at Buffy. "It's her first time going with big sis, she's been looking forward to it for, well, years. Sort of."

"Years?" Buffy repeated, amusement dancing in her eyes.

Willow tilted her head to the side and gave Buffy a look. "Just take her. You're losing precious nighttime out there. That stupid Gregarious demon really needs to be stopped before it turns the whole populace against each other. Go," she said, pushing Buffy toward the door. "Kill something for me," she added as Xander and Giles returned, both of them loaded down with weapons. "Dawnie," she called, not giving Buffy a chance to say no. "Go kill things with your sister."

Dawn, sitting at the table with her chin in her hand, lazily turned toward them. She snorted, rolling her eyes at Buffy. "Yeah, like she's _ever_ going to let me go with her. I swear, I'll be, like, seventy before she allows me anywhere near a demon. Except Spike." Her eyes watched them arm themselves, her envy obvious.

Buffy tilted her head back and exhaled slowly. "Come on, Dawn." She hid her grin at the younger girl's sudden attentiveness and hopeful look at them all. "Hurry up before I change my mind," she complained, heading to the door.

"Oh!" More squealing, and jumping up and down. Dawn wasted no time and following them out the door, chattering excitedly every step of the way.

Willow laughed at the unadulterated exuberance in Dawn. The girl had way too much energy. As soon as the door locked behind them, she turned off the lights and headed into the back to lay on the couch. Making her way through the darkness wasn't as easy as she'd thought it would be. Twice she bumped her knee, once on the wall of the counter, and again on the doorjamb to the training room. Once through the doorway, she easily made her way across the open floor and to the couch, where she promptly collapsed.

As she lay there, trying not to think, or move, or even breathe, her mind drifted to Tara. A familiar subject that constantly occupied her mind since the breakup. Before that, her mind had been filled with Tara smiling, and whispering, them touching, kissing... now it was all arguing and hurt looks. Angry words, and painful conversations. She missed Tara like she would her own skin. She was raw and open without her.

Tears burned behind her eyes, but she refused to let them fall again. She had cried every night since Tara left her, but tonight, she wouldn't allow it. Two weeks was enough. Enough of wallowing in the pain and misery.

"Heal," she whispered, running her hand lightly over her forehead. Glittery blue light flashed in front of her eyes then disappeared along with the pain in her head. Wishing she had the strength and the nerve to heal her emotional hurt as well, she sat up with a relieved sigh, relaxing her stiff posture. She wasn't addicted to magick, no matter what Tara said. Tara was just jealous. "Oh, shut up," she told herself angrily. Sliding to the floor, she laid her head back against the couch cushions and brought her legs up to her chest.

Drifting somewhere between sleep and wakefulness, she settled more comfortably against the couch just as a loud banging noise sounded outside. She jerked herself upright, snapping her eyes open, listening. Silence fell. The door to the alley was across the room, in the direction the noise had come, so she made her way cautiously over there. Stepping lightly on the mat, she smoothed her sweaty palms down her jeans, trying to still the thumping of her heart to keep it from bursting out of her chest. As she neared the door, she leaned forward, listening.

"Hello? Is anyone there?" Another loud bang sounded, making her jump nearly out of her tennis shoes. "Who's there?" she called loudly, her voice shaking only the slightest bit.

"Let me in," a muffled voice called through the door, the clipped British accent making her roll her eyes.

Shaking off the tenseness and fear, she sighed and opened the door, leaning against the doorframe. "What do you want, Spike?" She gave him an insincere smile. "Buffy's not here. Come back in the morning." Pausing to gasp dramatically, she slid her hand over her mouth, widening her eyes. "Oh, wait. You can't." Shaking her head at herself in mock shame, she crossed her arms over her chest. "I'm really, really sorry." Not an ounce of truth went into her apology, and his eyes narrowed at her.

"You did a spell," he told her. Accused, was more like it. He held his hand to his head briefly before pushing past her, flipping the light switch as he went. Light flooded the room in yellow shades and hues. Spike strode into the middle of the room, stopped and spun toward her. "Memory spell? Is it- was it a memory spell like the last one?" he asked in agitation. His hands were shoved roughly through his hair, messing up the blonde strands. Instead of slicked back, they were now curling this way and that.

"No," she answered slowly, letting go of the door handle. The door swung closed on its own momentum, locking automatically. Demons had a nasty habit of breaking in, why give them better access? Aside from the one she'd purposely let in, that is. "This was a spell to reveal false memories, not-" she cleared her throat, uncomfortable discussing this with him. "Not one to make us forget. There's a Gregarious demon out there, peppering the town with false memories. Why?"

He didn't answer right away, just stared at her for a few seconds before removing his duster. Tossing it to the couch a few feet away, he waited until she'd crossed the room and sat down before continuing. "I... I think I have one. A false memory," he said hesitantly. A second later, he chuckled, his eyes dancing with amusement. "A Gregarious demon?"

"Mm," she agreed, rubbing her temples. The headache was already coming back. Or was this a real one? Not magick-induced? "It's actual name is, Gkjnkan, but it's more commonly known as a Gregarious demon, because it's apparently very sociable, loves to party when it's not trying to kill everyone." Dropping her hands to her lap with a sigh, she looked up at him. "What do you think is a false memory?"

He half shrugged, half sighed. "Loving Buffy." His eyes dropped to the mat as he paced a few feet away, then came back, retracing his steps every yard or so. "I don't anymore."

Seeing the frown and the almost lost look on his face, Willow wished she could tell him differently, but... "That isn't the kind of thing this demon is using against us. He's more into the cheating spouse, or committing murder type memory. Not making people think they're in love with someone they're not." She didn't have to fake any sorrow when she apologized to him. She truly felt sorry for the way everything had happened, and because he was miserable. She knew misery. Was sort of in the midst of some right now.

He crossed the room, and dropped to the couch beside her. Closing his eyes, he flopped back against the cushions. "I don't love her anymore," he said, almost as if was testing out the words for the first time. "I don't love Buffy." His eyes opened, staring straight across the room at the wall.

Willow frowned, wondering if it was possible. Had the Gregarious demon planted that memory and- no, it just didn't make sense. Resisting the urge to reach out and touch his hand in comfort, she raised her left leg onto the couch turned toward him, clasping her hands together in front of her. "Spike, this demon doesn't-"

"It wasn't the demon," he said, turning just his eyes to look at her. "The monks did it. They made me love her so I'd help protect Dawn." His eyes narrowed and he closed his mouth with a sigh of disgust. "They made me love her," he mused mildly, "and if they weren't already dead, I'd kill them myself." Closing his eyes wearily, he added, "Pain or no pain."

"Are- are you sure?" she asked hesitantly. It was possible the monks had tampered with Spike's mind, they had, after all made everyone think they'd grown up with Dawn. And, despite knowing the truth, even now, Willow couldn't imagine never having known Dawn. She was a part of them, always had been, as long as she'd known Buffy, she'd known Dawn. "You just-poof-no longer love her?"

"Yeah," he agreed with a scoff. "Just like that I'm free." He laughed suddenly, genuine amusement lighting his eyes and turning up the corners of his lips. "You have no idea how good it feels to..." he trailed off, frowning, then shook it off, trying to smile again. "To no longer..." All traces of anything resembling amusement fled. His eyes slid away from hers with a self deprecating scoff and a shake of his head. "Figures," he mumbled. "It just bloody well figures."

"What? Is it coming back again?" Seeing him so relieved and happy had given her a small bit of enjoyment. She'd never been one for watching others suffer, so that he'd been given a way out of his misery... well, maybe it was just relief that he no longer loved her best friend.

He sat up, turning to face her. His eyes narrowed as he tilted his head to the side. He did that a lot, she noticed, tilted his head sideways when he listened or talked, when he was confused, or just watching Buffy. He was very much like an animal in that way. He inhaled deeply, still looking at her as if he'd never seen her before, then exhaled sharply. "I- I didn't know. How could I forget?" he asked himself.

"Spike, what?" She'd never seen him at a loss for words. Ever. Even when he was drunk and crying over Drusilla, he'd still been vocal about it, ranting and raving and threatening. Here she'd thought he'd just found a silver lining to his black storm cloud. Now he was acting just a bit dumbfounded. She pressed her clasped hands between her thighs to warm them up and leaned against the back cushions, watching him. "Did you just discover you were in love with Harmony?" she joked, trying to lighten the mood.

"No," he mumbled, his confused blue eyes raising to hers. "I was in love with you."

Willow sat up with a start. "That's not funny," she snapped, standing up to glare at him. "What is this? You got bored in that crypt all alone and decided you needed some amusement? Got tired of waiting for Buffy to come running to you?" Glaring at him wasn't incinerating him, which was probably a good thing, but she had brief thoughts of doing a spell to erase all traces of him. He was a big bother to them after all. Following Buffy like a puppy dog, stalking her, trying at every opportunity to get her into bed. Poor Buffy hardly had the time to live her newly returned life, she didn't need him constantly harassing her. "Get out," she ordered, tossing his coat at him.

He stood as well, letting his duster fall to the floor at his feet. "This isn't a joke," he said angrily. "I don't get my jollies by going around telling women I love them. Generally, the reaction's not good." He shoved his hands through his hair again, taking a step closer to her.

"And yet," she snapped, "here you go again, professing love to yet another woman in Sunnydale. And the best part is, she's the best friend of the previous woman you professed to loving." She scoffed rudely, shaking her head and rolling her eyes. "Are you brain damaged? Did that chip cause a few synapses to misfire?" Seeing his eyes narrow on her, she backed up a step, not wanting to let him close enough to... to what? He couldn't hurt her. Maybe not, but she also didn't want him to touch her, or look at her like that. He didn't love her, it was all in his mind. Or a sick joke. "Just go," she sighed. The hangdog look he got whenever Buffy insulted him was there now, because of her. "You don't love me." The only reason she wasn't magickally kicking his butt to the curb right now was because she felt sorry for him. Talk about co-dependency problems... huh, vampires with mental and emotional problems. Now she'd seen it all.

The fact that she probably couldn't light a single candle with her magick being as depleted as it was right now also played a bit of a part in her non-butt-kicking attitude.

He stayed where he was, making no further moves in her direction. But he didn't have to. His voice and words made her uncomfortable enough. "I do love you," he insisted, his voice forceful, his eyes burning into hers. After a moment, they softened and he spun away in frustration, not getting the response he'd wanted from her. "When I first came to town, I went to check out the all-powerful Slayer that the demons were so afraid of. I saw the three of you, sitting at a table at the Bronze, talking, laughing, dancing." He smiled a little in remembrance, shaking his head. "I was watching the Slayer, but you caught my attention too. There was just so much... innocence and sweetness in you. I wanted to corrupt you," he confided. His eyes slid away from hers, drifting to the wall behind her and further into the past. "Wanted to rip out that beautiful throat of yours, drink you dry, hold you as you died... maybe take you back to Dru, let her have a taste of what I knew would be the richest blood in the place." His voice had softened so much that she had to strain to hear him.

She didn't want to hear him. Hear about him, once again, wanting to kill her. Why did he always want to kill her? So she was innocent back then, not so much anymore, for sure, but back then she'd been innocence in spades, and naive, but was that any reason for vampires, this vampire specifically, to constantly try to kill her? Or just want to?

"Wow," she said, taking one step closer to talk to him in mock confidence, "I am just so turned on right now. Yeah, I have to fight back the urge to just run over to you and- and kiss myself breathless as I thank the Goddess for bringing me such a catch." Turning hard eyes his way, she wrapped her arms around herself, rubbing her hands up and down to warm herself up. "This isn't sweet talk, Spike. No wonder women run for the hills when you profess your love."

He flinched at her words, dipping his head down briefly. "I'm just... trying to explain. I wanted to show you," he told her, sticking his fisted hands in his front jean pockets. "All those times I went after you, it was because you drew me to you, like a magnet. It was your blood. There's something about purity and sweetness that draws vampires in." He shrugged, at a loss as to how to explain it. "There's a certain scent or taste, sometimes it's nothing concrete, just a pull, but it's there, in the blood, and it's strong." He sighed and reached up to scratch the back of his head. "Remember that Halloween you got turned into your costumes?"

"Um, yes," she said slowly. "I'm not likely to forget it anytime soon."

He tilted his head to the side with a little shrug. "When Buffy was helpless and naive, alone and terrified, God, that was just a vampire's wet dream, and-"

"Yeah, oddly enough, details are not needed, thanks." She dropped back down on the couch, feeling safe enough for the moment. "So, how does this pertain to me?" she asked stiffly.

"It was always you..." he said simply, "always you. Except that night. That outfit you wore-" he paused, raising an eyebrow at her. "Just what was it you were supposed to be anyway?"

Willow shrugged, not sure herself. "It was something Buffy brought over. Come as you aren't night. She thought I could get Xander's attention by dressing... in that outfit. Never really said what it was I was supposed to be though."

He grinned crookedly, relaxing slightly as he slid his hand back into his pocket, rocking back on the balls of his feet. "Did you have any urges to stand on a street corner and offer yourself up for money?"

She couldn't really blame him for the question, she had looked rather... prostitute-ish. "Funny," she muttered, crossing her arms over her chest. "I went as a ghost, covered up my outfit with a ghost costume from the shop all the other cursed items came from. What is your point?" she asked.

"Just that that was when I really noticed you as more than a meal. You've got an amazing body," he confided.

He paused, waiting for her to protest, or blush, hide her face... she wasn't sure exactly what he was waiting for, but she was beyond that now. She was comfortable with herself, and if Spike felt the need to compliment her, so be it. "Thank you," was all she said. Okay, a small amount of awkwardness still remained. Her eyes slid away from his, finding a loose thread on the couch cushion that needed her attention before it unraveled some more.

He waved his hand in dismissal, crossing to the couch. As he was about to sit beside her, she tensed, ready to jump up and move. Seeing her stiff posture, he sat on the arm instead, facing her with his feet on the seat cushions. "Noticed you in a big way that night, but I was busy."

"Yeah," she agreed, nodding. "If I remember right, all your attention was focused on killing Buffy." She had no idea why she was somewhat calmly sitting here, discussing events from their pasts. Events in which he'd tried to kill them. Okay, so he saw her body then, he'd noticed her innocence before then, what did any of this mean to her? She had no feelings for Spike, not even an ounce.

On the other hand...

Oh, whoa! There was no other hand, she chastised herself. No other hands were available. Hate on one hand, dislike and distrust on the other, she only had the two hands. There was no pity and compassion for Spike. No sorrow for how he'd gone from being a big figure in the demon world to being a lovesick puppy of Buffy's. His mortal enemy. Poetic justice was being way abused in this instance. Way abused. But that did not mean she cared about him in any way at all. None. She couldn't stand Spike, he was rude, and mean, and hello! Evil. Self-proclaimed evil.

And he'd do anything for Buffy. He'd proved that time and time again.

He didn't desert the woman he loved. Didn't take off when things got bad. He loved to a fault. Tara had- okay, no! Standing up, she spun away from him with wide eyes. What the heck was she doing? This was dangerous, time to put a stop to it.

"Willow?" He called her name like he'd been doing so for a minute. "Are you okay?"

She laughed harshly, her shoulders shaking with the force of her laughter. "Am I okay," she repeated, her tone considering. "No, I'm really not." Sucking in a deep breath, she turned to him, to tell him to leave, but one look into his concerned eyes, and she was lost. Lost to his compassion and longing. He did care for her, she realized. Maybe not as much as he thought, maybe not love, but he did care. And he was there, not running from her, chastising her for using magick and leaving her alone to cry every night.

Closing her eyes at the assault of emotions trying to drown her in memories, she shook her head, backing even further away from him. Now she was truly afraid of him. He was making her feel things, things she shouldn't be feeling for him, or even at all. "A spell," she said desperately, backing into the wall, which halted her retreat. "Someone did a spell-not me, because I wouldn't do that again-but someone else, and you were affected. I was too maybe, I- the Gregarious demon-" she insisted, knowing even as she offered up the excuse, that it wasn't the right one.

Spike's lips turned up in a smile, a smile unlike any she'd ever seen from him. A genuine, non malicious smile. Huh. Rare first, she thought. "No," he said softly, running his eyes over her jeans and blouse as he stood up, moving toward her. "That night I kidnaped you and Xander, I wanted you again. Would've taken you right then and there if I hadn't been so drunk. This isn't a spell. This is real. I remember how good you smelled. Still pure even after all that time."

"No having," she whispered, remembering her words from that night. She'd been terrified, almost catatonic with fear even before he'd suddenly taken a big whiff of her neck. Drunk vampires crying on your shoulder... not the most enviable position in the world, but when they start smelling your neck and mentioning not having had a woman in weeks, well, that's when you needed to start laying down some ground rules. And she'd done just that. "No having of any kind," she mumbled, frowning at the residual fear that fluttered through her.

"Yeah," he sighed, standing before her, rocking back and forth on his heels. He resembled nothing more than a little kid waiting for approval. "I had every intention of coming back to you that night. I was going to kill Xander quickly. Snap his neck, just so I could take my time with you." His eyes went out of focus again as he remembered the past. "The night in your dorm, I told you I wanted to bite you when I kidnaped you. Didn't just want to bite you though. Always regretted not going back for you."

"Oh, yay," she laughed nervously, planting her hands flat against the cold stone behind her.

"When I first realized things with Dru weren't working, and that she'd never stop shagging every demon to come along, I fantasized about you." She could've sworn he slid his eyes away in embarrassment, but she had to be wrong. Spike, embarrassed? Not a chance in hell.

"Wow, I'm the object of a vampire's blood fantasy, I feel so special. Really. Not at all terrified." She glanced sideways, wondering if she could make it to the back door before he caught her. Did he want to catch her? Was he there to kill her? She scooted sideways along the wall, slowly, but steadily moving toward the door to the alley. He had his hands in his pockets again, casual and relaxed this time, not tense and stiff. He kept pace with her every step of the way, unnerving her with his calmness.

"Stop it," she ordered, holding her arm out to halt his approach. "Spike, even if you do think you love me-which you don't-it doesn't matter. I'm gay. And I love Tara. And I'm so not going to... well, do anything, with you."

Taking that final step closer to her, close enough to invade her personal space, he pulled one of his hands from his pocket and took her outstretched hand, twining his fingers with hers. "Tara left you," he whispered, gazing down at their clasped hands. Holding her hand still when she tried to pull it away, he lifted her fingers to his lips and kissed them. "I don't think gender matters to you, just so long as they love you." He kissed the inside of her wrist, holding her eyes with his own as he pressed his lips to her. "And I do love you."

"No you don't," she whispered desperately, ignoring the feelings his lips were stirring in her. Human contact, touch, it'd always been important to her. Tara had been gone for two weeks now. No touching since then. No kissing. No hand-holding. Willow missed it, and no matter how much she chastised herself for wanting the small contact she had with Spike right now, her body wouldn't listen.

"I do." He kissed near her elbow, moving another step closer. "Loving Buffy was always distasteful to me. I hated it even as I craved it. It never felt... right." Threading his fingers through her other hand, he pulled her closer to him, seducing her with his words and his voice. His nearness. His smell. The touch of his fingers on the back of her hand. "Now it feels right."

She shook her head, pulling back a few precious inches, bumping into the wall behind her. "It doesn't matter. I don't love you. I- I don't want you." And she didn't... at least no more than she wanted anyone else. She loved Tara. Spike had been nothing more than a nuisance to her twenty minutes ago. This love-declaring thing was just confusing her. Making her think she wanted him, when in actuality, she just craved touch.

"Maybe not now. But that can come later." He leaned forward, chuckling when she turned her face away. Raising their clasped hands, he pressed them to the wall on either side of her face, leaned in and touched his lips lightly to her neck. "I want you enough for the both of us," he said huskily, pulling back to look into her eyes. "Can I finally have you?" Ducking forward again, he traced her ear with his tongue, shuddering as he inhaled. "Your skin tastes like cinnamon, but you smell like strawberries." He sucked her earlobe into his mouth, nipping it lightly with his teeth before releasing it to trail his mouth along her jawline.

Feeling suddenly weak-kneed, she leaned against the wall, drawing in a shuddering breath. "Magick ingredients," she whispered, trying not to feel the tingling in her stomach. Or the delicious chill that went up her spine, a chill reserved only for Tara. He wasn't Tara, damn it. Why was her body responding to him? "Please stop." Her voice was desperate, almost pleading, but he didn't stop his assault on her senses.

He inhaled again, sliding his tongue along her lower lip, forcing a moan to escape her against her will.

His lips hovered over hers for a second, until she dragged her eyes from his shirt to his face, then they lowered, touching briefly against hers. His body followed suit. A hard chest settled against hers, her breasts ached at the touch, straining for more contact with him. Hard thighs rested against hers, taut and muscular, bringing back memories of Oz and what it felt like to be with a man. But it was what was in the middle that made the biggest impression on her. His erection was full, and hard, and huge, and settled up against her. He moved their clasped hands higher up the wall as his mouth took control of hers. She wanted to protest, to tell him to leave, but all the strength had left her at the first touch of his body.

Her back pressed into the wall, arching the rest of her body against his. She raised herself up onto tiptoes to cradle his erection between her thighs, panted as he did his best to take her breath away. The fear was gone now... mostly. She still feared his intentions, but for now, in this moment, she felt safe. Her magick would save her if she herself couldn't. Which meant she'd made up her mind? She was going to allow this to happen? Groaning, with equal amounts of despair and desire, she fought to get control over herself. To stop this from happening.

To stop Spike's hands as they tightened on hers. To stop his mouth from kissing her so forcefully. To stop him from making love to her.

As quick as that, she yanked her hands from his and pushed him away. "Get away from me," she told him angrily, panting harshly with every breath. Chest rising and falling. His eyes dropped to the open area between her breasts, turning dark blue with desire. He wouldn't be put off that easily she knew.

He reached out, cupping her face gently, making no move to kiss her again. He pressed his body against hers, sliding one thigh between her legs. One hand ran down her side to her right leg. Slipping his hand under her thigh, he lifted it up, wrapping her leg around his waist. They both gasped at the contact, but made no other move. Until he reached down with a devilish smile and lifted her other leg, settling her fully against his erection.

Another gasp escaped her as she felt a little bit of that friction she needed. Just enough to make her want more. Hooking her heels behind him, she pressed her back against the wall again, and pushed herself against him. His hands slapped onto the wall on either side of her, and he finally leaned in to kiss her. After sliding his tongue along her lips, not giving her the satisfaction of a full kiss, he grabbed her hips, holding her still. When she tried to move against him, to feel that electric shock of pleasure shoot through her, he held her down.

"I know you don't love me," he whispered, "but, I do love you." His eyes stayed steady on hers for a minute, before he leaned down to trace his lips along her neck. "I love the way you smell." He inhaled. "The way you taste." His lips found her mouth again. "The way your touch warms me." Fingers slid beneath the hem of her blouse. "The way it feels like your heart is beating for mine." He took her hand and placed it over his still heart. "The way your breath gives me life." He kissed her tenderly, drawing in her breath as he did so.

Lifting her the slightest bit, he lowered her back down, sending shockwaves throughout her body. "I just... want a chance," he admitted with a shrug.

Willow was willing to give him anything he wanted at this point. She didn't know how he could still talk when all she could do was feel. Her insides were melting from the electricity shooting through her veins and along her nerve endings, centering between her thighs, on her lips where his touched hers. Under her thighs where his hips held her up. Everywhere he touched her, she burned. Whether he loved her or not was inconsequential. She was burning with arousal, and needed to find some relief. It'd been too long. Tara wasn't there. Spike was. She wasn't cheating on Tara. This was no worse than pleasing herself. Just, with a partner.

Closing her eyes, she made a conscious decision to let Spike... make love to her? No. Have sex with her? Not even that. Help her relieve an ache that he'd built inside her. That sounded good to her. Threading her hands through his hair, she held him to her, raising her hips as her eyes sought his. His dark blue eyes, tinged with lust and desire, but still with more control than she could claim, examined her face, searching for something she didn't think he found. A frown dipped down his brows for a split second, but then it was gone, and he released his tight grip on her hips, allowing her to move.

Her legs tightened around his waist, and she pressed her mouth against his. Almost as soon as her lips touched his, he tore his mouth away and lowered his face to the crook of her neck. It didn't bother her. She didn't care that he didn't want to kiss her, or look at her. Didn't care that she was using him. She just needed to escape from the pain and the tension, the numbness. The loneliness.

Closing her eyes against the sight of Spike's face not turned toward her, his head ducked down, his body holding hers, she slid one hand down to his stomach and lifted his shirt. As her fingers fumbled with the button of his jeans, his hand halted hers.

"No." His fingers tightened over hers when she scoffed and tried again. "No," he repeated, reaching back to unhook her legs.

She held tight, this time not letting him manipulate her into whatever position he wanted. "No? What do you mean, no?" she asked, feeling shame and guilt starting to eat at her. Not wanting to feel, she took it out on him by scraping her nails down his neck.

Finally, he raised his head, his eyes snapping toward hers. Now she had his attention. "I'm not going to just rip my pants open and-"

"And what?" she said angrily, moving her hips to remind him of their position. "Use me?" She laughed almost harshly, placing her hands on either side of his neck, wrapping her legs tighter. "I want you to use me." Kissing him hungrily, ignoring the shame spreading further throughout her, she ground herself against him. "I need you to use me."

He shook his head, dropping his arms to his sides and standing straighter.

"Again with the no," she whispered, shame flooding all the way through her now.

Tara would never be able to forgive her for this, it was already too late, she'd allowed things to go too far. Why turn back now? Why didn't he want her anymore?

Dropping her legs from his waist, she slid down his body, pretending she didn't hear his moan, pretending she didn't want to run and hide. To do a spell on him to make him forget their encounter, their conversation, maybe even his newfound feelings for her.

"Oh, God," she whispered, realization washing over her. She slid down the wall, wrapping her arms around her knees, hiding her face from him. "What am I doing? I- I didn't want to... didn't mean to- I just miss her so much," she said tearfully, sniffling against her sleeve. "Every second she's gone, I miss her. My h- heart," she sobbed, feeling the pain she didn't want to feel anymore. The pain that forced air from her lungs, and breath from her mouth. It was drowning her and she couldn't get up to the surface to take in any air. She was dying, and no one knew. No one cared. "I just wanted to forget, just for a little while," she whispered, embarrassed beyond the point of caring.

Spike knelt down in front of her, she felt him, more than saw him reach out for her. His hands were hesitant on her arms, unsure as he pulled her to him, but strong and comforting when she was in his arms. He understood. Both Buffy and Drusilla had ripped his heart out. Was his memory of loving Buffy as strong and painful as the actual loving?

Sighing into his chest, she closed her eyes and relaxed. After a few seconds, he shifted her on his lap, making them both more comfortable. His legs went out from under him so he was sitting flat on the mat, holding her to him. His hands didn't roam, didn't touch her inappropriately, didn't try to stoke the fire that he'd lit in her earlier. He didn't need to, it was still there, burning her up inside, the embers burning brighter with every breath she took, every spot her bare skin touched his. With each shuddering breath, she was brought that much closer to him.

He was still aroused, she felt him underneath her, heard him moan softly when she shifted a little. He still wanted her. And she wanted to forget. Forget the pain, and the loneliness inside her. The emptiness begging to be filled. Spike was offering to love her, and she wanted to be loved. Didn't want to be alone anymore. Everyone she loved left her; her parents, Jesse, Oz, Tara. Even Giles was leaving Sunnydale soon, going back to England to give Buffy some room to be an adult.

She slid her hands from where they were wrapped around his waist, to lay them flat against his chest. Pushing away a little, she turned so that she was straddling his waist. Wrapping her legs around him, she wiped the tears from her face and lifted her eyes to his.

"Make me forget?" she begged, her breath hitching pathetically. Ducking her head in embarrassment, she whispered, "Please?"

He sighed, and she was sure he wouldn't do it. He had more willpower than she did. Stronger morals too? That was a laugh. Vampires acted on impulse, he should be throwing her down and having his way with her, not trying to think of ways to extricate himself.

"All right," he finally whispered, surprising her with his agreement. He threaded his hands through her hair and kissed her. Softly, gently, not devouring her like she wanted him to. She needed overwhelming sensations to forget, not tenderness that only reminded her of Tara.

Scraping her nails down his neck again, she ground herself against him. His eyes flickered yellow, narrowing on her face, but that was the only reaction he gave, and they were blue again when he blinked. Leaning back, to support his weight on his arms, he thrust his hips up, pressing his erection into her with an expressionless face. He watched her gasp, licking his lips just a little bit as she leaned into him. Another gasp escaped her when he thrust up again. The seam of her jeans stimulated her. He did nothing more than lift his hips and watch her, which was unsatisfying in the extreme, not to mention unnerving. She felt like she was on a mechanical ride at the amusement park.

But she didn't care enough to stop.

She leaned forward again, cupping his face in her hands to kiss him, to trace her tongue along his lips, slide her tongue into his mouth and force him to respond. He responded more than she'd hoped. His hands cupped her face, and he leaned into her until they were both sitting upright. His tongue thrust into her mouth at the same time as his hips thrust up. She tightened her legs around him, squeezing him harder, pushing down against him with more force. Faster, and harder.

One of his hands slid down to rest on the swell of her breast visible in the vee of her blouse. His hand turned, sliding inside her bra to cup her breast. She arched her back into his touch, wanting more contact, but he didn't do anything more than hold her. Reaching under her blouse, she unhooked her bra, and took his hands in hers, sliding them back under her blouse. At the first touch of his cool, rough skin sliding along her stomach, she drew in a deep breath and held it. As his hands spanned her waist, sliding up so far as to only touch the undersides of her breasts, she exhaled sharply.

"Touch me," she panted, craving his hands on every inch of her body. Wanting his mouth everywhere it could reach. But he was doing nothing except the barest of touching. Once again reaching under her blouse, she moved his hands up until they cupped her breasts, finally cupped her breasts, fully and completely. Liquid heat poured through her along with an electric jolt of heightened desire. Occupying her mouth with kissing him again, she slid her own hands free and ran them along his chest. Lower, and she was sliding them under his shirt.

His whole body jerked when her nails scraped down his smooth stomach. His hips thrust against her, a moan matching hers escaping his mouth. Thumbs brushed against nipples, hands scraped flesh, hips thrust into each other, backs arched into touches. And then she felt the edge of the precipice. She tightened her legs around him, clenching her muscles and grinding her clit against his erection. She came with a gasp, her hands clawing in his shirt as she plunged over the edge to free fall. Her muscles continued to clench, her hips buck, her teeth to bite his neck. As she started to come down, to soar and float instead of free fall, she slid her arms around him, holding him close to her. Closing her eyes with a contented sigh, she played with the hair at the nape of his neck.

"Mm," she whispered, "I love you so much-" her eyes flew open at the same time as his hips bucked against hers, his erection grinding against her overly sensitive clit. She didn't move away from him as he came, didn't pull away, though she wanted to. Instead, she pressed harder against him, giving him a little more pleasure, and herself a little bit of pain.

When he finally stopped moving, she held herself still. Had he heard her? She hadn't meant to say it, this wasn't Tara after all. It was Spike, and she didn't love him at all, not one bit. It was just the blissful aftermath of sex that had made her forget who she was with. His hand smoothed down her hair lazily, and she couldn't keep silent any longer.

"I- I didn't mean to... I don't love you-" she began, but stopped when she realized how cruel she sounded.

His hands stilled on her hair, then slid down her back, smoothing along her heated flesh. He tightened his hold on her briefly before releasing her completely. "I know," he said softly.

They were both silent for a few minutes, neither one tried to move, neither one wanted to speak, but finally, Spike sighed, breaking the silence.

"When I went to your dorm to kill Buffy," he said slowly, "I was furious. I just knew she had something to do with me getting captured by the Initiative. Wanted to kill her in a big way." His hand moved up her back again, drifting down her hair. "But when I saw you, I couldn't have been happier. Finally, here was my chance to have you. I gave you a choice-"

"Die, or be like you," she interjected, nodding in remembrance. "I remember. You didn't look very happy to me."

"Like you said, I played the bloodlust cool, didn't want to scare you-"

"Yes, you did," she laughed bitterly, remembering the pain and fear she'd been immersed in at the time. And look, here she was again, making nice with the pain like they were old friends.

"Too much," he finished with a sigh. "You have no idea how much I wanted you that night, do you?"

She shook her head, not remembering any sort of wanting or having conversations that night. Except the reassurance they'd both heaped on each other. "No. I remember fear, and, um, more fear, but not a lot else."

He nodded against her, then suddenly they were rolling. She ended up underneath him on the training mat, while he did a fair imitation of their position from that night. Even his face was vampy. "Look familiar?" he asked, running his eyes over her. "Oh, wait," muttered absently, reaching up to press his hand against her mouth. Lightly, not enough to hurt either one of them.

It still scared her. He probably knew, due to her pounding heart, panting breath, and widened eyes. She nodded and tried to remove his hand, but he wasn't budging. When he grinned evilly, she screamed and shoved at him, trying to dislodge him.

"See there?" he asked, releasing her mouth. "Is it coming back now?" He leaned back on his knees, letting up with most of the pressure on her abdomen, but keeping her from escaping.

"No," she said bravely. "Let me up." But then she went and ruined all that braveness by whispering, "Please."

He frowned down at her, shaking his head. "I won't hurt you."

She laughed harshly, not believing him for a minute. "You can't hurt me, there's a difference."

"Didn't hurt Buffy," he mumbled, raising himself from her. He watched her scoot back frantically, and climb to her feet to back away even further.

"You can't," she told him as if he was two. "Can't is a whole lot different from won't, and didn't."

He too, climbed to his feet, his face back to being human. "I can hurt her. You brought her back... wrong." He grinned almost boyishly. "You broke her."

Willow shook her head, dismissing his words. It wasn't true. She'd yanked Buffy from heaven, they all knew that, and they all blamed her too, but she hadn't brought her back wrong. Buffy was the same as she always had been. More depressed and-hello-she had reason, but... and well, maybe a little distanced from them all, especially Willow, but that didn't mean she was wrong. Or broken. She was just Buffy. Slightly bent and dented in places maybe, but still Buffy.

"Liar," she accused, her eyes boring into his. "Just because she won't sleep with you, or fall in love with you, that doesn't mean she's wrong, or broken. It means she's stronger than I am." Frowning at herself, she sighed and scuffed her feet on the training mat. "She has morals."

"She has morals," he repeated with a chuckle. Amusement just radiated from him in the bounce in his step, the grin on his lips, and the laughter in his eyes. "High and lofty, these morals are I'll bet."

Not liking the sudden shift in attitude from him, nor where it made her mind lead, she turned away. "Just leave, Spike. You've had a nice full entertaining night. Your work here is done." She cried out in surprise when he grabbed her by the arm and spun her toward him. His grin was still in place, but no longer amused. It was cruel.

"You think this was all just a joke? An entertaining pastime?" He nodded once, scoffing at one of them, she wasn't sure which. "I had this dream last year. You were in my crypt, there to chastise me for not helping you find Dracula." He smiled, shaking his head with a chuckle. "As soon as you walked in, you were griping and bitching, your hair wild, your face flushed with anger, eyes narrowed. I kissed you, to shut you up, and threw you on my bed to have my way with you. Told you right then that I loved you. Woke up scared to death." He tossed her an apologetic shrug. "Loving a human isn't every vampire's wish. You're too warm, too... foreign. Too caring, and short-lived."

Willow nodded in understanding. Two different creatures, two different temperaments. Hot and cold, love and hate, good and evil. Vampires had to be just as opposed to loving a human as a human did to loving a vampire. Maybe even more so. She herself, couldn't imagine loving a vampire. Except in the physical sense.

Pacing closer again, he started to reach out to her before pulling his hand back. "And damn if you didn't get me so hot I found myself wishing Harmony was there to-"

She held her hands up to her ears with a snort. "Please don't finish that sentence," she begged.

"Right," he agreed. "Never planned to tell you. But then the decision was taken from me, and Buffy took your place." Anger lit his eyes, turning them to gold for a brief second. "I don't like being manipulated."

"So," she asked quietly, frowning at him in confusion. "Why are you here then? Why did you tell me?"

He shrugged, at a loss. "Don't know. I was on my way here, out in the alley, when something hit me, your magick, I guess, and I was knocked out for a few. When I woke up, I knew that loving Buffy wasn't real." Rubbing his forehead lightly, he sighed and dropped his hand. "When I remembered you, I just... had to tell you, before it was gone again."

"It probably won't go away," she muttered, almost wishing he'd kept the news to himself. Things were so much worse now. So much worse.

He grabbed her arms, pulling her close, his eyes serious as he looked down at her. "I just... needed you to know. If I start spouting love sonnets to that twit slayer, at least you'll know the truth."

She bit her lip, nodding. "Okay." She wasn't worried, didn't know why he was. The monks were all dead, Glory was gone, the spell was probably permanently removed. In fact, she was wishing the spell would make him forget again. Life would go back to being normal, she'd still be hurting and lonely, but she wouldn't have the added extra bonus of Spike suddenly thinking he was in love with her. He cared for her, she was sure that was real, but love? No, that was just too unbelievable. And if he did, what then? Then, she'd have to deal with what she'd done.

Oh, God, what she'd done. Begged him to use her. Begged him to let her use him. Grinding against him until she got off like a rutting animal. Not like a human being with feelings, and- and-

"I have to go," she whispered, moving back so his arms dropped from her. "I have to leave- get out of here. The others will be back soon, and I can't be here. I can't." Her eyes darted around the training room, looking for evidence of their encounter. Nothing was out of place except their clothes. Their shirts crooked. Reaching out to him, she smoothed his shirt down, straightening the shoulder with a quick, light touch, then fixed her own. Yanking on the hem of her blouse, she turned from his knowing eyes. Turned from his too aware face. She needed to change, go home and wash up, change out of her dirty clothes. Wash the filth off of her. Scrub her hands clean. "I have to go," she muttered, heading toward the door to the alley.

"Willow, wait-" he said softly, but when the door shut behind her, he didn't come after her.

She left the alley at a run, rushing through the streets, pushing people out of her way. Crossing streets in front of traffic, narrowly missing getting hit a few times. Straight to Buffy's house, her new home. Used to be her and Tara's home. Used to be a lot of things. Unlocking the door with a shaking hand, she shoved it open and slammed it behind her. Leaning against it for a few brief moments, she rested, panting from her mad dash through town. Afraid Buffy and Dawn would come home while she was still in the state she was in, she took the stairs two at a time.

Once she was in her room, she ran into the bathroom, coughing and gagging. Dropping to the tile floor in front of the toilet, she retched a few times before throwing up. Her head pounded rhythmically with her pulse, her stomach ached as she continued to gag and cough, but nothing more would come up. Flushing the toilet with a shaking hand, she climbed unsteadily to her feet and stumbled to the sink. Brushing her teeth and gargling with mouthwash, she toed her shoes off, hardly finishing her teeth before she was tearing her clothes off of herself.

She turned the water on full, and stepped in, hissing at the heat. Steam filled the room. Hot water sluiced down her body, and she let her tears do the same. "Tara," she sobbed, sliding down the wall and wrapping her arms around herself, shivering. "I'm so sorry, Tara."


	2. Self-Destructive

**Summary for the Chapter:**

> Spike seeks out Willow after what happened at the Magic Box. Things forgotten. Things remembered.

**Notes for the Chapter:**

>  **Title:** Self-Destructive  
>  **Disclaimer:** I own the plot, and nothing else. Mutant Enemy, Joss Whedon and a whole lot of other people own the show Buffy the Vampire Slayer and the characters contained herein.  
>  **Rating:** R  
>  **Summary:** Spike seeks out Willow what happened at the Magic Box. Things forgotten. Things remembered.  
>  **A/N:** In this story, Smashed has happened, but only part of it. Buffy and Spike did bring the house down, but Amy was not de-ratted yet, so, no Bronze magic stuff for Willow and Amy. This takes place a few weeks after Smashed, but is completely AU after that episode. Willow and Tara have been broken up for weeks, and Buffy and Spike have been having sex for weeks, Giles is still in Sunnydale, and I think that's everything.

Spike looked up at the moon, hanging low in the night sky, and wondered if enough time had passed for him to force Willow into a confrontation. A week had gone by since their encounter in the training room of the Magic Box. A week of Willow completely avoiding him, and him completely avoiding all of them. She'd run from him after using him in a way he was all too familiar with. And why was he used to it? Because of the girl in front of him.

Tonight was probably a good time. Instead of sitting alone in his crypt after patrolling with Buffy, he'd head over to the Summers' house. Just as soon, he thought impatiently. Sighing, he turned his attention to the fight going on between Buffy and a newly risen vampire. Buffy got a fist in the face, which gave Spike a small amount of satisfaction.

She grabbed the vampire's arm and swung out at it, sending the poor sap flying over a headstone. Both disappeared from his view, then a roar and a cloud of dust sprang up with Buffy standing amidst it.

Spike nodded and moved on. Patrolling with Buffy had become a chore. She treated him the same as always, not knowing of his change in loyalties. She also hit him as often as possible, and tried to take out her own issues on him. Only now he wasn't taking it as passively as before the return to memory. As he passed her, she frowned and followed behind.

Now that he knew his love for Buffy wasn't real, and he was past the whole love-hate thing he had going with her, she was confused by his cold attitude. But, apparently tonight she'd made a decision for a confrontation as well.

He was grabbed from behind and slammed backward into the side of a mausoleum. Buffy's hand on his chest held him there, even though he wasn't struggling to get away. "What's wrong with you?" she demanded, dropping her hand to cross her arms over her chest. She thought he was up to something, her suspicious eyes and cautious manner told him that much. "Did I-" she began softly, then straightened her shoulders and glared some more. "What are you up to?"

Spike's eyes narrowed on her. She was fidgeting with the sleeve of her blouse, trying not to look as vulnerable as she was. Brushing by her, he shrugged. "Nothing. Nothing's wrong. I'm not up to anything. And you didn't do anything wrong."

She snorted, and yanked him back up against the crypt. "Nice try." Rolling her eyes at him, she sighed and held him there. "Ignoring me, is this a new phase to... whatever it is we're doing? Are you playing hard to get?" she taunted snidely.

Spike had no intention of staying and being ridiculed by Buffy. She was dead and empty inside, she had issues and she wanted to take them out on him, use him for her own needs, and he'd had enough, even before getting his memory back. Admittedly, if he'd still believed himself in love with her, he would be panting after her like usual, not doing one bloody thing about it. But now, he knew better, and he wanted better. His hand shot out, wrapping around her throat. Her eyes widened a brief second before he spun her around and slammed her against the crypt. See how you like it, he thought, grinning at the panic and slight fear that crossed over her face before disappearing under a mask of indifference.

"I'm not playing anything," he told her. "Not with you, not anymore." As he was about to let her go, she shifted and drew in a shuddering breath. His nostrils flared as he smelled her arousal. She got off on the darkness, the pain, the bad boy routine. Craved it like her body craved air. Needed it like a drug.

But she still needed to pretend she didn't. "Stop it," she hissed angrily, "that hurts."

He leaned into her, ready to tell her off for good, but as soon as his body touched hers, it began to responded in kind. His mouth breathed in her panting breaths, pushed past tight lips, his chest rose and fell with her heaving breasts, his body responded to the scent of her arousal in the air. Was this what he was destined to feel then? Turned on by the slayer? By Buffy? Tightening his hand on her throat, he once again leaned down toward her lips. She drew in a breath, waiting, anticipating the touch of his mouth on hers. She'd be waiting a long time.

Instead of kissing her, he turned his head to the side and whispered in her ear. "But you get off on it, don't you, baby?" Vamping out, he lowered the top of her shirt, exposing the swell of her breast. She made only minor efforts to stop him, lifting her hands to grab his wrist. He flicked his eyes to hers, and her hands dropped to her sides. Bending to her breast, he scraped his fangs along the skin, then bit into her flesh, covering one of his previous bites.

As he drank the heady mixture of her blood and fear, her hands lifted again, threading through his hair as she relaxed into him. Only her hands touched him, and only to keep him there. That was the only time she touched him, when it was absolutely necessary. A moan escaped her, and as soon as it did, he pulled away, licking his lips and grinning at her. "You need the pain. You _like_ the pain."

That was probably the wrong thing to say, because a fist suddenly shot out and connected with his jaw. He dropped her in surprise, stumbling back a few feet. She was pissed and ready for a... well, he thought snidely, not a fight judging by the lust in her eyes. Those same eyes were narrowed, her mouth twisted into a grim line, and her whole body was just radiating tension. Tension she'd just moments before wanted him to relieve. And probably still did.

He chuckled, rubbing his chin lightly. "Apparently it doesn't matter whether you're giving or receiving."

"Shut up," she snarled, punching him again. This time, he went flying backward from the force of it, landing on his back on the lumpy ground. She came over to him and stood there glaring at him, hands on her hips, a sneer on her lips. "I get off on it?" she snickered, looking at the bulge in his pants.

He shrugged, resting his hands behind his head. "I'm a demon. Of course I like pain. What's your excuse?" As he'd known she would, she dropped to her knees, straddling him. She landed directly on him, forcing a groan from his lips.

"Twice dead and once ripped out of heaven," she mumbled, her hands stilling as they touched his jeans. The frown that had appeared was gone with a shrug, and her hands once again fumbled with the belt. With a jingle she'd unbuckled it and moved on to the button and zipper. Once they were undone, she scooted back and undid her own jeans, all silent, all without extra touching.

He didn't help her this time, and she didn't notice. His hands stayed behind his head, his eyes looking up at the night sky. The moon was still there, still big and bright, hanging low and looking too full. Keeping his mind off of the woman desperately clawing at her jeans wasn't helping him. He wanted her, despite himself. He loved Willow, but he still wanted Buffy. How did that work? Residual feelings left over from the monks and their damn spell? A spell that had completely bollixed up his life.

Hands found him, but didn't stroke him. Instead, he was positioned beneath her, and then, with a groan from Buffy, he was inside her. Inside her too hot body. She burned him with her touch, but the touches she didn't give him burned him more. He looked at her as she moved on him and was reminded of his brief tryst with the Buffy-bot. Even the bot felt more real than this girl did. The human Buffy was cold and distant these days, unfeeling and cruel.

Her hands clawed at his chest, forcing him back to the present. She was pleasuring herself more than him. Her hips moving up and down quickly were bringing him only a little pleasure. Her voice, which had lately begun grating on his nerves, was pushing out moan after moan between parted lips. Gray-blue eyes fastened on his face, a puzzled frown wrinkling that smooth brow of hers, like she just couldn't figure him out. His new attitude toward her had her all kinds of confused. She was staring at him, so intently, but still not seeing him for who he was. She never did.

He wanted her to know. Wanted her to be forced to feel him. Wanted to be more than just a quick shag to her. No matter how hard he tried not to feel it, he craved acceptance from Buffy. Not acceptance as a being, but as more than just a body beneath her.

Vamping out, he reached up, grabbing handfuls of her hair, forcing her down to his level.

"Hey," she ground out, trying to yank her head out of his grip.

He kissed her, ignoring her protests and her pathetically weak struggles. If she wanted free, she could easily do so.

She stopped moving, stopped breathing even, and he thought maybe this time he'd pushed her too far. Maybe he was about to become one with the dirt. She stared into his face, glanced quickly at the ridges on his forehead, and exhaled sharply. He smelled the fear pouring off of her, saw the disgust, and felt her legs loosen from his hips. Her lips stiffened under his, not moving for fear of cutting herself on his fangs.

He let his face morph back, and kissed her for real. She responded almost immediately, moaning at the punishing force he used, the bruising strength behind the kiss. His teeth pulled her lips roughly into his mouth, biting them just enough to draw a drop of blood. Her body shuddered around him, closing in on her climax. She raised and lowered herself faster, dropping down harder with each stroke. No longer able or wanting to play the indifferent lover, he thrust into her as hard and punishing as he could. She was moaning again, sliding her tongue into his mouth, clawing at his chest, and he hated her for all of it. Every sound she made irritated him. The way her body moved on his felt desperate, needy. Her fingernails, clutching at him like a cat's claws on a scratch post, had him vamping out again.

She yanked back with a hiss, licking her bloody lip and glaring at him as she shoved her long hair out of her face. He used to love her hair, the silky feel of it, the smell, the sight of it fanned out on the ground as they shagged. Now he was indifferent to it.

His tastes these days ran toward shorter, redder, and a whole other face and body. More personality too. Biting into his cheek to keep from yelling at Buffy to shut the hell up, he took his pleasure, using her just as she'd used him these past months. Panting and moaning, she tightened around him, throwing her head back as she came.

Spike closed his eyes, imagining Willow on top of him, her fingers running softly over his face, her mouth on his. The sound of her voice as she whispered 'I love you' in his ear. Rolling Buffy over, he moved inside her with a few quick thrusts, then came, groaning against her neck. Almost as soon as he was done, she tried to shove him off of her.

Holding himself still, exactly where he was, he grabbed her wrists and snarled down at her, still in vamp face. "Last time," he ground out.

She rolled her eyes and yanked her wrists free. "Yeah, right," she scoffed, shoving him off of her.

He didn't even look at her as she pulled her jeans up and buttoned them. Busy with his own jeans and the thought of finally talking to Willow again, he glanced up at the moon. Yeah, tonight was definitely the night. Whistling as he climbed to his feet, he buckled his belt, tossing Buffy a crooked grin. "Thanks for the shag, gotta go."

Buffy looked up from brushing herself off, a frown gracing her lips and her brow. She watched him go, but didn't say anything.

Spike glanced up at the roof of the Summers' house, wondering what the best way in would be. Not through the front door. Way too many bad things lay that route. So, he'd have to sneak in. Through Willow's window? Or another window? Shrugging, he took a quick look around and grabbed the lowest tree branch, hoisting himself up. This way was familiar, to the lower roof of Buffy's window, then around the side to the back, and in Willow's window.

All went well as he circled the house via the roof. Once he reached the back, he cautiously crept closer to her window. Golden light flooded out onto the rooftop through the uncurtained bank of windows, joining with the moonlight currently bathing him in its glow. Too much light not to be seen by passerby, or nosy neighbors. Good thing he was around back, instead of facing the street.

Kneeling in front of the window, he looked in, watching her unobserved for a moment. She was sitting in the middle of her bed, fully dressed, with her legs crossed. His eyes swept over her tight red blouse, which was short on neck and sleeves. Her blue jeans were the kind popular these days, low in the hip and tight, definitely a flattering look for her. Her red hair was pulled back in a simple ponytail, and her face was stripped of all make-up.

She looked beautiful.

The sadness that surrounded her however, was distracting. Green eyes, normally dancing with life and energy, were now dull and lifeless, her mouth was a thin, tight line as she bit her lip, keeping in emotions she didn't want to let out. His eyes flickered yellow when he caught sight of what was on the bed in front of her. Her hand ran along it, smoothing out the wrinkles in the dress. Tara's dress.

Her eyes stayed on the dress in front of her as her hand lifted, gesturing toward the window. The sash flew open with a soft thunk, and Spike jumped back in surprise.

His eyes sought out hers, and after a few seconds, she finally looked in his direction. "What are you doing here?" Her voice was husky, as if she hadn't used it in a while. Or had been crying.

Sliding his hand under the window to climb through, he was somewhat surprised when his hand was stopped by a barrier. Frowning at her, he held his hand up to the invisible barrier keeping him from entering her room. "Let me in."

She shook her head, climbing wearily to her feet. She was more than tired, he knew, and all the blame couldn't be laid at Tara's feet. He was in there somewhere, mixed around with her use of magick. Her steps were slow as she made her way toward the window with her arms crossed almost protectively over her stomach. Shoeless feet came to a stop at the window, a sigh escaping her as she looked up at him crouching outside her bedroom window.

"Did Buffy have you uninvite me?" he asked incredulously. She shook her head, bringing his attention back to her face. A thin line of blood ran from her nose to her lip. He reached out, stopping short of the barrier and gestured to her instead. "You're bleeding."

She released one of her arms and wiped at the blood with the back of her thumb. Looking down, uncaring, at the red on her fingers, she swiped at it with the tip of her thumb and sniffled, wiping it on her jeans. Another quick swipe, and her face was blood-free. "I guess I should go easy on the magick for a bit," she mused.

Spike's eyes settled on her hand, held by her side. She'd wiped the blood away without a thought, without even considering letting him have it. Should he have expected her to? Maybe not, but he had expected it. Wanted it. Her blood, the smell of it alone, had a powerful pull on him, sucking him toward her like a piece of steel to a magnet. He sighed in frustration, wishing that at the very least, he didn't have this stupid barrier between them. If he couldn't have her blood, couldn't he at least be able to touch her if he wanted to?

She glanced up when he sighed. Her eyes, still dull and lifeless, settled on his hand, which was still pressing against the barrier. He was leaning into it, without having realized it. She raised her hand, her fingertips touching his. He wasn't sure, but he could've sworn he felt a small jolt of electricity as she touched him. She didn't seem to notice though, so he remained silent. Pulling his hand back, just the smallest bit, he waited for Willow's hand to follow his. As soon as her warm flesh settled against his, he twined his fingers with hers and pulled her arm outside.

"Let me in," he repeated. When she shook her head this time, he chuckled and lifted her thumb to his mouth. Dried blood coated her finger, and he intended to taste it. His eyes stayed steady on her face as he slid her thumb into his mouth, running his tongue around the flesh, sucking on it. The faintest taste of her blood flooded his mouth, sending his senses reeling. Another jolt, this time from her blood, had him drawing in a breath. The sweetest sensations swept over him at her taste, filling him with such hunger that he felt his face turn. Licking the tip of her thumb as he slid it from his mouth, he bit down lightly on the pad of her thumb and kept a hold of her hand. "I knew you'd have the sweetest blood I've ever tasted. Even better than Buffy's." His face went back to human as quickly as it had turned to demon.

Her eyes flew to his and she tried to jerk her hand free. "How would you know what Buffy's blood tastes like?" she asked slowly.

"If you're not going to let me in, then come outside with me." He gave her arm a gentle tug when she remained where she was. A raised eyebrow was her only response, so he knelt down, getting more comfortable. "We've fought. A lot. Bound to be some blood shed at one time or another."

She nodded, her frown smoothing out to once again become expressionless. He preferred the suspicious glances to this nothingness.

"Oh. That makes sense, I guess. Can I have my hand back?" She tugged some more, a ghost of a smile turning up her lips when he shook his head stubbornly. "Fine, I'm coming out, but only to talk."

He sucked his teeth in regret, helping her through the window and out onto the sloped roof. "Shucks, and here I thought we could have a go up here. All this rough gravely stuff, the steep incline, and a big full moon above to top it all off... what's not to like?"

She stood cautiously, balancing herself on the outside wall of her bedroom as she brushed off her stark white socks. A sarcastic glance from under her brows, tossed in his direction, had him hiding a smile. Not as unemotional as he'd first thought.

Sitting back against the siding, he pulled her down with him, allowing her to arrange herself carefully on the rough shingles. She shifted a few times, mostly further away from him, and he was pretty sure it had nothing to do with the roof being more comfortable a foot away. He couldn't really blame her though, after all, what was the first thing he'd done after telling her he was in love with her? He'd seduced her. True enough, she'd ended up begging him to take her, but not borne from any feelings she had for him, but he was just a means to an end, an escape from the emotional pain.

"Talked to your bird lately?" he asked, patting down his duster pockets for his crumpled pack of cigarettes. After finding them, he shook one out and lit it, inhaling deeply as he stared up at the moon. Anywhere but at Willow.

Even still, he saw her head duck down, and her hands start picking at her thumbnail. "I saw her at school today. In the hall. But, I didn't talk to her." Her voice was low and shaky, and he didn't think it was due to his presence.

"Why not?" Another deep drag from his cigarette, and still he tried not to look at her. His occasional sideways glances didn't really count.

Willow drew in a deep breath, and dropped her hands to her lap as she searched for something in the night sky to occupy her eyes. "She was kissing someone. Someone else." Her jeans scraped loudly on the shingles as she raised her legs, planting her feet flat on the roof in front of her. "I guess I don't have any room to judge... but it still hurts." She slid her arms inside her shirt and rested her chin on her knees. "Oh, hey, I de-ratted Amy tonight."

Leaving his cigarette dangling from his lips, he sat forward pulling his duster off. Planting his own feet flat, he reached over to her and draped the heavy leather around her shoulders. She gave him a quick smile, gone before it was fully formed, and looked down at the backyard with a sigh.

"Your witch is moving on then, huh? Good." Seeing her hands clench in her lap, he changed topic as quickly as she had. "So, Rat-girl run for the hills as soon as she realized she was free?" he chuckled. He hadn't heard any other heartbeats near Willow's room, didn't smell anyone else except Willow and Tara with lighter scents of Dawn, and even less of Buffy.

"Nah, she's downstairs watching the news, catching up on current events, and probably pigging out on brownies and ice cream... anything but cheese." The sound of leather creaking echoed in the empty night air as she removed her arms from inside her shirt and shoved them through the arms of his duster. The tips of her fingers barely reached the cuffs, so she shrugged deeper into it, keeping her hands inside for warmth. "Since you're here, I'm assuming it didn't go away?"

"It's still there," he confirmed. "And I still-"

"Willow," a voice called from inside her bedroom. "I was thinking. There's this- Willow?"

Willow scooted even further away from him, sending small pieces of gravel to the gutter and grass below. Turning her head toward her room, she called softly, "Out here, Amy." Pasting a smile on her face, she waited until the girl peered out the window. "Hi."

A young girl, about the same age as Willow and Buffy, poked her head out the window. She was pretty, all long straight hair, and pointy features, but she didn't hold much interest for him, not until her eyes suddenly spotted him sitting there. Her own eyes widened almost comically, her smile freezing on her face. It took some willpower for her to turn her gaze back to Willow, but she finally managed it. "Hey," she tossed back, her eyes once again moving past Willow to fix on him. "Willow, could you come inside for a minute?" she asked, trying to be oh-so subtle with her head gestures and her pointed look at him. "I _really_ need to talk to you. Inside."

Willow chuckled, and Spike was sure that was real amusement he heard. She even kept the smile on her lips. "It's okay, Amy, this is a friend of ours."

"But, he's a vampire," Amy told Willow as if she wasn't very smart for not having realized it. When Willow only nodded, Amy climbed outside to stand beside Willow, looking down at him. "He's a friend of yours?" she asked incredulously. "He's a vampire." Dropping her stiff stance for a second, she looked down at Willow. "Oh, does he have a soul too, like that Angel guy you told me about?"

"No," Spike answered for her, turning his attention to the yard below as he flicked his cigarette butt in a high arc. Red-orange sparks shot through the air in a trail, then disappeared as the butt sailed down below their view.

"It's okay," Willow told the other girl. "Like I said, a lot has changed since you were last... human. He's got something in his head that keeps him from hurting humans, he's safe... sort of." Trying to get Amy's attention away from Spike, she stood up. "What'd you need?"

Amy dragged her eyes from Spike, relaxing her posture slightly, although as soon as she got a good look at Willow in his duster, she tensed again. Spike felt an immense amount of magick simmering below the surface of the girl, not as much as Willow had, but certainly enough to make him wary of her.

"You're wearing his coat," she told Willow. "Are you dating him?" Her voice held a lot of uncertainty as she glanced from one to the other.

"Are we- dating!" Willow laughed before apparently remembering the brand spanking new love he had for her, and what they'd done last week. Her smile slipped quite drastically, but didn't disappear altogether, but this new smile was rather sickly looking. "No, we're not da- no. I'm gay now," she said almost desperately, her eyes skimming the tops of the trees. "Remember? I told you earlier..."

Amy drew in a breath and nodded jerkily, turning back to Willow. "Right. You're gay now." She frowned, shaking her head slightly. "I guess I kind of forgot in the excitement of not being surrounded by a big wheel and plastic tubes... so, no more Xander-lovin'?"

"No, no more Xander-lovin'," Willow agreed with a smile, shoving her hands into the pockets of his duster. "Except in a brotherly kind of way."

"Okay. So," Amy said, her smile a little less sure, "I was thinking. You, me, the Bronze? Maybe a little magick play?" Seeing Willow's frown, she sighed. "The Bronze is still there, right? It fared better than the high school?"

Spike's eyes landed on Willow, knowing bloody well she was tapped out and needed to rest before doing any more magick. He could see the desire to go, shining in her eyes, revealing itself in the way she bit her lip as she considered the offer. He shook his head angrily, not voicing his objections.

"Well?" Amy tempted, grabbing Willow's shoulders to turn her so they were face to face. "I've got all this magick in me, just begging to be released... and I can feel yours too."

Willow looked tempted, really tempted, but at the mention of the magick in her, she shook her head with a sigh. "I can't. I'm pretty much empty right now."

Amy laughed and waved away Willow's excuse. "Not a problem. I know this guy, Rack, he-"

"No," Spike interrupted, standing up and moving closer to the two girls. "You're not taking her to Rack," he told Amy, trying to rein in his anger.

Amy scoffed, glaring at him over her shoulder. "You heard her, she's not dating you. So, I think you have no say in where we go." Turning back to Willow, she grinned. "Come on. Please?"

Willow looked from to Spike to Amy, indecision plain on her face. "Who's Rack?" she finally asked.

"A not-so-nice warlock," Spike answered grimly, hoping Willow was smart enough not to go with Amy just at the chance of getting her magick replenished. "Definitely not someone you want to be running to in the middle of the night."

Once again Amy glared back at him, not liking him encroaching on her Willow-manipulating. "He knows spells that last for days. And the burnout factor is like, nothing."

Willow looked at Amy in uncertainty, not looking too keen on going to a warlock for magick fun, but not yet ready to say no. "But, Amy, if this guy's a warlock, a warlock that a _vampire_ is wary of-"

Amy shifted impatiently and tried to draw Willow back into the bedroom. "Maybe your pet vampire's a wimp. Look, I am not kidding you. This guy ... will blow your mind. He will take you to places that you can't even imagine."

"Yeah," Spike scoffed, fighting the urge to knock the former rat to the ground two stories below. "Like dark evil places you can't come back from. Use your brain, Willow. Rack's bad news, he deals dark magick. Black stuff, dangerous."

Willow looked somewhat like she didn't believe him, if her frown was anything to go by. "Amy? I thought, after your mom and everything, and the ratting of a lifetime... is it dangerous?" She'd barely paused, and there was something in her eyes that Spike didn't like seeing at the mention of danger. Interest.

Spike wasn't the only one to see it. Amy grinned triumphantly, as if Willow had just asked the magic words. "Would that stop you?"

Willow looked slightly indecisive, but far from turning down the offer. The chance of danger was tempting to her. She looked eager to go, until her eyes moved past Amy to him. When she saw his disapproving frown, her eyes stayed steady on his face for a few seconds before dropping to something more interesting on the roof shingles at her feet. A frustrated sigh escaped her. "Yeah, I think it will," she finally said softly, nodding as if to confirm the decision in her own mind.

Spike sighed in relief. "Don't let that stop you though, Amy, go, have fun, huh?" His eyes bored into hers when she turned around to face him. Letting his face turn, he leaned closer and whispered, "Leave. Now."

Willow didn't hear the exchange, or see his face. By the time he pulled back, he was wearing his human face again and it was rather blank.

Amy didn't jump back or squeal like he'd thought she would, instead she shook her head sadly. "You used to have better taste in friends, Willow. See you around." She climbed into the bedroom with one last look at Willow, and left the room.

Spike didn't relax until they heard the bedroom door slam shut. Silence fell once again. Why was it that he found himself at a loss for words when he was with her these days? Clearing his throat, he figured he'd best be on his way before Willow told him to leave, actually said the words. He didn't really want to hear them from her. But, she didn't say them, she sat down instead, looking as lost and empty as before. Her hands went back into his pockets as he sat beside her. Just as he got comfortable, she stretched her arm out, holding something in front of his face.

Pulling back slightly to focus on the object, he saw his crumpled pack of cigarettes. Taking them from her wordlessly, he started to fish one out before shoving it back in and setting the pack beside him. "You did good, Red."

"Yeah," she agreed, "I did good." Her face looked rather glum as she sighed and looked up at the moon. A few minutes of comfortable silence later, her voice came softly from a few feet away. "How did you know?"

"About Rack?" he asked, glancing over at her.

"That you could hurt Buffy without pain." His eyes slid away from her suspicious frown, but she mistook his guilt for anger, because she rushed to make her case. "I- I mean, obviously you would have had to hit her to know. And- and, why did you hit her?"

He stood up hastily-almost defensively-not liking the direction the conversation was headed in. His sudden movements sent his cigarettes sliding down the roof. Reaching down quickly, he snatched them before they went too far and scraped the tips of his fingers on the rough shingles. The tiny prickles of pain only served to anger him. Shoving the pack into his back pocket, he turned to face her. Her face was turned upward, watching him curiously, but not commenting. Fine, she wanted the truth? He'd tell her, no more saving her from the truth about her high and mighty Slayer.

"A man can only take so much, you know." He began to pace before realizing how stupid that was. His feet started to slide out from under him, but he caught his footing before making a complete ass of himself. "When you kiss someone, it's generally thought that you did it for a reason. Not Buffy, oh no, not her. She kissed me twice, twice," he stressed, "and then she turned around and called me a thing. An evil, disgusting thing. Which, if I'm just a 'thing' and she kissed me, what does that say about her, huh? What does that make her?" He was about to continue, tell her the whole truth, and nothing but the truth, while still leaving himself in a better light than Buffy, but her already completely shocked face and widened eyes changed his mind and he chickened out.

"What? She- she kissed you? Buffy, the Slayer Buffy? Blonde, hates-vampires-with-a-vengeance, Buffy?" She stood up, frowning at him as if she wasn't quite sure what his words meant. Like he was speaking a foreign language. "But, what about all the, 'Oh, I hate Spike, he's so icky and evil'? that she's always spouting, and, you know, 'Why-oh-why does he love me? It's so gross'?" Seeing his narrowed eyes, she rushed to soothe his hurt feelings. "That's mean, yes, and she doesn't really say those things, not, you know, in that... exact phrasing, but-" she waved her hands in front of her helplessly. "I'm sorry, 'cause, now you're looking really angry, and I'll just... stop."

She shoved her hands into his duster pockets and stepped back. Then did so again, staying a few feet out of his reach.

Spike rolled his eyes. Didn't she know he wouldn't hurt her? He wouldn't, but he also wasn't going to keep repeating the words. She either believed it, or she didn't. Apparently, from her still-wide eyes, and her slight panting, she didn't believe him. And why should she? He'd just admitted to hitting Buffy after she kissed him.

"Bloody hell," he muttered, his anger at Buffy growing by the second. This, as with everything else bad in his life, was all her fault. Yeah, and now, Willow was afraid of him because of her. Bloody bitch. With no outlet for his anger, he kicked the wall, cracking the siding with a satisfying crunch. It felt so good, he did it again, this time with his fist, and a little more force. His knuckles tingled and burned in a rather pleasantly painful way, so he hauled back and tried it again, even harder.

"Spike," Willow sighed, darting towards him. "Stop beating up the house-"

Instead of his fist connecting solidly with the wall, he felt the brief touch of cloth and skin as his fist connected with her stomach.

Her eyes widened as she sank to her knees on the rooftop.

His own eyes widened in surprise, just before the pain shot through his head from the implant. Reeling back, he clutched at his head. His feet slid on the loose gravel of the shingles and his legs went out from under him. Rolling down the roof to the edge, he reached out to catch himself, but it was already too late, there was an absence of anything solid underneath him as he plunged over the gutter. Seconds later, the ground thumped into him with bone jarring impact. His head was the first priority though, because the pain from the implant was still spiraling through his brain, leaving him with one hell of a headache. He smelled blood, and knew it was from him, but he had no idea where from. Nor had he any intention of checking for it.

He was very comfortable right where he was, sprawled in Buffy's backyard. Hopefully, Willow would come play nursemaid... ah hell, Willow. He'd hit her. Hard.

Shoving himself to his elbows with a groan, he attempted to sit up, but the back door opened and a female shape stood silhouetted in the doorway, backlit by the kitchen light. He knew that shape, that body, and he relaxed, knowing it wasn't Buffy come to beat on him, or Dawn with too many questions for him to answer. It was Willow. She left the door wide open and came running over to him. She looked all right, for having gotten a gut full of fist from a vampire. Even Buffy would've been in some pain from that. Dropping his head to the hard, lumpy grass, he stared up at the night sky, searching for the moon. It was a bit higher than it had been, and partially obscured by a stray cloud and an overhanging tree branch, but it was still big and full.

Willow's face appeared above him, full of worry and concern. For him. Did that mean she cared about him, just the tiniest bit? Reaching up, he touched her cheek lightly, ignoring the way she flinched at his touch. His fingers were a whisper against her skin, so light, so soft. Threading them through the red strands of her ponytail, he wondered if it was his imagination, or if Willow's hair really was softer than Buffy's? Silkier? Smelled better too. His light touch sent a hint of peach stirring in the air. The bright moonlight washed her in its glow, and he couldn't help but comment on it. "You look beautiful bathed in moonlight, love."

Willow pulled away slowly, frowning while he dropped his hand to the cold grass beside him. "Um, are you okay?" Her hands skimmed over him softly, quickly, the touch gone almost before he felt it. "I could heal you if you need it, um, maybe. I'm not sure how much I've got left in me, but..." she shrugged, "I could try."

He opened his eyes, seeing new blood on her face. That's why she was hurt less than she should be. "Magick," he mumbled, closing his eyes with a resigned shake of his head. "I don't need a quick fix. But thanks for the offer." Reaching underneath him, he pulled his cigarettes from his jean pocket. "Don't mind if I have one of these, do you?"

She shook her head absently as she wiped the blood from beneath her nose again. Just as she was about to wipe the blood on her jeans, she sent him a quick glance. Her hand hovered over her thigh for a split second before she shook her head and wiped it off.

He sat up with a groan, trying not to be offended by twice not being offered her blood, but the truth was... he was offended. Searching his pockets for his lighter, he came up empty. Ah, duster pocket, which Willow had on. Planting the cigarette between his lips, he reached over to her and patted her down slowly, purposely missing the pockets in favor of higher pleasures. "Lighter," he explained when her eyes narrowed on him.

She snorted rudely and pushed him away, looking like she didn't believe him. "I'll get it." Her hands disappeared into the pockets with more creaks of leather, and finally came up with his Zippo. She tossed it to him, watching as he lit the cigarette. "You're sure you're okay?"

"Just dandy," he told her, squinting at her through the smoke. He snapped the Zippo shut with a metallic click and shoved it into his front pocket. "Thanks."

She sat back, crossing her legs like a kid at story time. "Welcome." His duster settled over her legs, making her look smaller than she was. Vulnerable too.

"How about you?" he asked, gesturing to her stomach with his cigarette. "You magick yourself better?"

She nodded, pushing the duster open and lifting her shirt to show him the partially healed, mottled bruising on her abdomen. "I healed it most of the way, couldn't do more than that. I don't have enough left in me. I think you broke a rib. Not- not on purpose, I know, I'm just... it was an accident." She smoothed her shirt back down and frowned, pulling the duster back around her. "I think magick was definitely needed this time."

"It was," he agreed, not sure why she felt the need to defend herself. He hadn't even been thinking about chastising her. Well, not very much. He'd leave that up to her friends. "Healing and helping with the fighting are all valid reasons for using magick. Although," he conceded, shrugging a shoulder, "raising windows might not be quite as valid... and you were tempted to go with Rat-Girl."

She bit her lip, shifting her position a bit under his steady gaze. "Well, maybe this Rack guy isn't as bad as you think. Maybe he's-"

"Using witches and other magickal beings for his own amusement? You're absolutely right. He's not so bad. Kind of a charmer really, the way he mind-rapes his victims." Shaking his head, he climbed to his feet, massaging the back of his head lightly. His hand came away with blood smeared on it and went the same place Willow's had gone, only on his own jeans. Seeing she still wasn't completely convinced, he sighed, hoping detailed warnings would appeal to her common sense. "Rack feeds off of people, Willow. Slowly. He drains them of their essence, and-"

"So do you," she said reasonably, though not in defense of Rack. At his raised eyebrow, she shrugged. "Sorry, just pointing out the obvious."

Why did Willow never take things at face value? She always had to dig deeper, find out more, learn things. It ticked him off because that meant constantly explaining himself to her. It was a good thing that she didn't just mindlessly go along with him, on the other hand, it was an annoyance that he could live without. "Listen to me, love, he goes into a person's mind and helps himself to whatever appeals to him; memories, hopes, desires, doesn't really matter to him. And after that first time, you'll go back for more because he leaves you with a feeling of euphoria, temporary though it is. You'll end up an empty shell, and you'll keep going back until there's nothing left of you." He paused, seeing that, finally, his words had gotten through to her. "Just, stay away from him. I don't want you getting hurt."

"Okay," she agreed, nodding as she stood up. Her eyes found his, giving him the courtesy of looking him in the eye when she talked to him rather than only when she threatened him. No wonder he loved this girl. "You don't want me getting hurt?" she repeated with a small smile. "That's really sweet, Spike, and... you know, kind of weird, but mostly sweet. Thanks." Her smile grew, widening into a genuine expression of pleasure. A rarity in these days of break-ups and accusations.

"Hey, hey, keep it down, would you? You'll have every demon in town thinking I'm a ponce." He was mostly kidding, but he couldn't help a quick look around just to make sure nothing was nearby, listening.

She burst out laughing at his slightly panicked look. "Good thing you don't care about what other demons think then, huh?" she said pointedly. "Good thing you're an independent thinker."

He straightened up, nodding at her as he realized the truth of her words. "Bloody right I don't care what they think. I'm a rebel." Tossing his cigarette to the grass, he tugged lightly on her ponytail. "Hey, if I ever turn you, that unique little soul of yours? It's sticking around."

He was surprised when her smile stayed in place, not chased away by his less than thought out comment. "Huh. That- that was sort of like a compliment, wasn't it?"

"Um, yeah," he agreed. "It was. I love the soul more than the- Buffy." He felt the familiar tingle at the back of his neck that heralded the Slayer's presence, interrupting his quality time with Willow. He had to fight the urge to find her and hurt her for doing so. This was their time, damn it, not hers.

"I- I'm sorry, what?" Willow asked, blinking at him in confusion.

"Buffy's home," he explained, grabbing her hand and pulling her with him as he went around to the side of the house. "I should go."

She looked behind her, into the dark night, but nothing was there. No brassed-off Slayer headed their way. "Okay," she said quietly, sliding her arms out of his duster and handing it to him. "Um, I'm sorry about before, you know, making you fall off the roof and all."

Spike took the coat and slid his own arms into it, shivering the tiniest bit at the feel of her warmth still lingering on the inside lining. Checking to make sure no one was out front, he turned to look back at her in surprise. "You're definitely one of a kind, love. That was my fault." When she started to protest, he stepped closer, sliding an arm around her waist to bring her up against him. She yelped a little in surprise as her chest and thighs were suddenly pressed flat against his, but didn't push him away or struggle to free herself. "It was my fault," he insisted, sighing briefly when she looked unconvinced.

He'd intended to leave it at that, to leave her like that. But one glance into her upturned face and he had to taste her. He settled his open mouth over hers, wasting no time with being sweet and tender. This kiss was all about leaving her wanting more, and, judging by the breathless state she was in when he set her gently away from him and left, she definitely wanted more.

Willow panted for breath as she watched Spike disappear into the darkness. The small smile on her lips, surprising her with its very presence, left her quite confused. He'd once again managed to take her mind off her troubles, but, in the process, he'd started her mind spinning. Dangerous thinking lay in that direction, the direction Spike had just melted into. Dangerous thinking and bad thoughts. Wanting thoughts. Was this the new way of things with her? Was she forever destined to want someone when she was busy being in love with someone else?

Thoughts of Tara came parading into her mind, as they always did when she least wanted them to. Memories of being loved, loving back, and feeling content. Safe. Warm and sated with her lover. Teasing kisses and soft touches. All of it served to remind her of her falling apart life with Tara, and the kiss she'd spied Tara giving the other girl in the hall outside class. Tara was moving on, so why couldn't she?

No reason whatsoever. Except that painful empty feeling in her heart that used to be filled with Tara-love.

Sighing in disgust at herself and her self-pity, she started back toward the porch. At least this time she hadn't done anything to feel too terribly guilty for. Nothing worth crying over anyway.

A kiss, one single kiss that had really taken her... not completely by surprise, but not completely without surprise either. That was all. A deliciously sinful kiss. And now, with her toes still tingling and her stomach the new home of at least a dozen butterflies, she had to color herself confused.

Turning the corner of the house, she spotted Buffy just approaching the open back door from the kitchen. Not wanting to worry her, she ran up the steps to the porch, and dashed inside.

"Hey," she greeted. "How was patrol?" Flipping the overhead light on, she shut the door and locked it before turning to face Buffy. Giving her a critical once over, she frowned. "Tough night?"

The knees of Buffy's faded blue jeans were dirty and grass stained, as was her jean jacket. Her hair was a wild mess, though she'd obviously tried to tame it with her fingers. She did so again, running her fingers through the tangled strands with a shrug. Her whole manner was distracted, just sort of... off. This was normal for Buffy lately. Distant and not completely there.

As Willow continued to watch Buffy, feeling guilty for bringing her back against her will, Buffy fidgeted slightly and smoothed her hands down her dirty jeans. "Nothing I couldn't handle." She unzipped her jacket, nodding her head toward the backyard as she tossed her jacket on the butcher block. "Is something out there? Do I need to slay?"

"Nope," Willow told her, smiling as she sat on one of the stools and rested her elbows on the island. "I just needed some fresh air. Are you okay?" she asked in concern, seeing the back of Buffy's jeans were equally as dirty and grass stained as the front.

"Mmm-hm." She waved away Willow's concern as she opened the fridge, grabbed a carton of orange juice and set it on the island. Moving slowly toward the cupboard by the sink, she retrieved a glass. "Although, I think I'm seeing things. Could've swore I saw Amy a few blocks from here." She chuckled, setting the glass on the island and filling it. "Want some?" she asked, making to grab another glass.

"No. Sit, I'm good." Taking a deep breath, she waited until Buffy was seated before saying, "Guess what?"

Buffy shrugged, downing half her glass in one gulp. "They discovered a fat-free chocolate that tastes better than the real thing?"

Willow chuckled, shaking her head sadly. "Don't I wish? Nope, that _was_ Amy you saw. I de-ratted her."

Buffy set her glass back down on the island with a quiet thunk. "Really?" She looked over at Willow, impressed. "Wow."

"I know," Willow agreed, nodding and grinning like a fool. "It just came to me. I was-" her eyes widened as Buffy leaned forward tiredly and she saw blood on her dark gray high-necked sweater. "Buffy! You're bleeding." Jumping down from her stool, she gestured to Buffy's top.

Buffy jumped up as well, knocking her stool over in her haste to get up. She looked down at her sweater with wide eyes and slapped a hand over the spot. "It's- it's nothing. A scratch really."

Not believing her for a minute, Willow reached out and pulled down the collar of Buffy's sweater. "There's too much blood to be just a scratch," she chided Buffy, then darted her eyes to Buffy's when she got a good look at the bitemark on her breast. "You got bit?" she asked incredulously. "Wow, that's like... unheard of, you know, unless it's Dracula, or Angel who's doing the biting. Are you okay?" she asked again. "He must've been strong."

"He was," Buffy mumbled, shrugging away from Willow's hands, her eyes sliding away as she fixed her shirt. "But, he's not a problem anymore." She pointed to the ceiling. "I should take a shower."

She started out of the kitchen, but Willow halted her with a hand on her arm. "Buffy, wait." Buffy stopped in the middle of the room, with her back to Willow. Willow cleared her throat, not exactly sure why she'd stopped her. There were some things that Spike had told her that she wanted to talk to Buffy about, to sort of clear the air. Things between them had been strained for some time now, and she knew it was her fault for ripping Buffy out of heaven. And she understood that, but... she wanted to make it up to her. To try to be there for her when she needed someone to talk to.

And the kissing thing was kind of... disturbing to her. Why on earth would Buffy kiss Spike?

"Can it wait?" Buffy asked quietly. "I'm sort of tired. I just want to take a shower and go to bed."

"Um, well, there are some things I wanted to talk to you about." Sighing heavily, she moved around to face Buffy since Buffy wasn't going to face her. "Okay, see... I talked to Spike, uh, recently, and he told me that you-"

"That bastard," Buffy hissed, her eyes narrowing in fury. She spun around and grabbed her jacket from the island, leaving the room, and Willow, behind. "I told him to keep his mouth shut. Why I expected him to do so, I have no idea. Big-mouthed braggart."

Willow followed behind Buffy as she headed toward the front door, muttering about Spike and pointy death things.

"Wait, it's okay, Buffy. It's not a big deal." Once again stopping Buffy with a hand to her arm, Willow shook her head. "I'm not judging, or-"

"Not judging?" Buffy repeated, looking away guiltily. "You should be. What I did was wrong. So very wrong."

Willow took Buffy's jacket from her and shut the front door quietly. Pushing Buffy back to sit on the steps, she wondered if it didn't bother Buffy more than it did Spike. Or her. Knowing the truth behind Spike's newly returned feelings... or what he thought he felt. Ugh. Confusing. "Look, Buffy, it was just a few-"

"Shags?" Buffy whispered harshly, shame flushing her face with heat. "Yeah, that's what Spike called it. I call it a freak show."

"Kisses," Willow finished softly, disbelief coursing through her. "Oh my, God. You slept with him?" Gone, were the fluttery butterflies of tingly happiness, in its place was a roiling bombardment of shock and astonishment. And yeah, just a bit of jealousy.

Buffy didn't notice her shock, or the way she sort of dropped to the stairs beside her with a thunk. All her mind was on her own shame and embarrassment. "I felt so dirty and wrong and disgusted afterwards, but I couldn't stop." She turned big, teary eyes Willow's way, her lip trembling in misery. "What's wrong with me? I'm a sick, sick person."

Willow shook her head as Buffy's pure misery got through to her. Gone were her own feelings. Buffy was hurting and she needed a friend, and that guilt was once again working its way through her. None of this would've happened if she hadn't torn Buffy out of heaven. "It's okay, Buffy. He's..." she sighed, trying to think of the right thing to say, but she was coming up empty. "Um, well, he was-is-in love with you, right? And, he's attractive, in an evil way. And you had issues, things that were going on, confusing things, and that had to be hard on you. Then Spike comes around, and- he seduced you. That's what he did. He seduced you when you were, you know, all vulnerable and stuff, and you couldn't be expected to resist him. With the sweet way he-probably-talked to you, and-"

"Whoa, whoa, whoa, Will!" Buffy said loudly, halting her babble in mid-flow. "Calm down, it's okay. Really. It's bad, really, really bad, but not catastrophic bad, and you're taking this awfully personally." She eyed Willow cautiously, patting her knee comfortingly. "You're not going to go kill him for me, are you?" She ducked her head momentarily to her fidgeting hands, before looking up again. "'Cause, I don't want him dead."

Willow blinked at Buffy in confusion. She'd been so caught up in her babble and the fact that somewhere along the line it had gotten turned around on her. Over-identify much? Her rant was gone, and Buffy's words sank in. "What? No, God no. I would never... no. I'm sorry, I just-" she gestured to herself, "issues."

Buffy chuckled softly, pulling Willow to her feet and hugging her tightly. Willow held her best friend tight, feeling so lost. Being an adult sucked. Give her her old softer-side-of-Sears clothes any day if it meant she didn't have to go through all this tough, painful stuff anymore. Liar, she chastised herself.

"Hey," Buffy said quietly, pulling back to look at her. "Thanks for the concern and stuff, but I did the bad, wrong thing. Knowing you're there, and not being all... judge-y, well, it helps. A lot." Sighing heavily, she released Willow and glanced upstairs then back at Willow. "I'll have to get past it on my own, and you know, talking about it kind of helped to put things into perspective. It's nice having someone to talk to again." She rolled her eyes and scoffed. "No more Spike talking. That way only leads to badness."

"Right," Willow agreed, once again over-identifying. "No more Spike talking."

Buffy peeled her sweater away from the bitemark on her chest, the blood making it stick to her skin. "No more biting either," she muttered as she headed upstairs, and Willow was pretty sure Buffy hadn't intended for her to hear that last part.

But she had.

"Buffy," she called softly, gesturing to her bloody sweater, not wanting to know the answer, but not willing to not know it. "Did you... with Spike, tonight?" she asked weakly, her eyes on the stained knees of Buffy's jeans.

Buffy nodded slowly and continued up the stairs, her head hung low.

Willow watched Buffy disappear around the corner, unable to get her feet to move. Her mind was moving just fine, unfortunately, cranking out thought after thought that she'd rather not think about right now. Or ever.

She heard the shower turn on, and finally made her legs go. Why was she so bothered by this news? Okay, logically, this wasn't horrible. Buffy had slept with Spike. So what?

Not had, still was.

That was the difference. Before his supposed revelation concerning her and his non-existent feelings for Buffy, she wouldn't have been bothered too much by the news of Buffy and Spike having sex. Shagging, he called it. Screwing was more like it, she thought, slamming her bedroom door behind her. Screwing Buffy. Screwing Willow. Did it matter to him how much it hurt her to find out, not from him, when he could've come clean a dozen different times, no, she'd found out on accident, from Buffy. Her best friend.

Once again, Willow was panting, but this had nothing to do with want or need or happy thoughts. This was from anger and betrayal. Not Buffy's betrayal, this was all Spike's betrayal. He'd used her. Used her and Buffy and God knew who else. Pacing across her room, she glanced out the window she'd climbed through earlier, seeing the moon high in the sky. Its bright yellow light flooded her room with its sickly glow. Flicking her wrist toward the window, she paced away again, listening in satisfaction as the window slammed shut and the curtains closed with a swish.

That same nauseous feeling she'd had last week after her less than stellar tryst with Spike was back. She dashed into the bathroom, gagging. Fighting the retching, she stood shakily in front of the mirror, staring at her face. Pale skin, drawn and sunken eyes, definitely not healthy looking. Her eyes were cold and hard, dry, no sign of tears. Her heart felt the same way.

Turning the water all the way up, she plunged her hands into it and splashed her face until she felt clean again. Gripping the sink edge with her dripping hands, she leaned forward. Oz, Tara, Spike... even Xander. They'd all hurt her, betrayed her. Left her. She was once again alone and empty. As empty as one of Rack's victims.

Standing straighter, she yanked the towel off the rack, knocking the one beside it to the floor, and dried her face off. If she was destined to be hurt and empty, why not be empty with a bonus? Throwing the towel on the floor, she left the bathroom, and shoved her feet into her shoes by the bed. "Tie," she muttered, walking to the door as they tied themselves. Slamming her bedroom door, she headed downstairs, startled by Dawn poking her head out her bedroom door curiously.

"Hey," she whispered, covering her mouth as she yawned widely. "What's with all the slamming?"

"It's nothing, Dawnie," Willow told her, walking past the younger girl. "Go back to sleep."

"Okay," she mumbled. "But don't blame me if I'm cranky tomorrow."

"Tomorrow?" Willow repeated incredulously, turning back to face Dawn. She walked closer, chuckling at Dawn's confusion and nervousness. Tapping Dawn's cheek lightly, she shook her head at the obtuseness of the girl. "Dawn, honey, you're cranky everyday. In fact, sometimes I have to force myself to be around you. We all do." Rolling her eyes at the hurt look that crossed Dawn's face, she sighed and turned away. "See ya, Dawn. Gotta see a rat about a Rack."

Feeling better, she hopped down the stairs, laughing in delight as she heard Dawn's door slam shut. Stopping with her hands on her hips, she turned to look upstairs. "And she has the nerve to ask me what all the slamming is about?" Something tickled her nose, and she reached up to scratch it. Her hand came away with blood smeared across it. Shrugging, she wiped it on her jeans with the rest of the stains and left the house behind.


	3. Defiant

**Summary for the Chapter:**

> Ignoring Spike's warnings, Willow goes to see Rack.

**Notes for the Chapter:**

>  **Title:** Defiant  
>  **Disclaimer:** I own the plot, and nothing else. Mutant Enemy, Joss Whedon and a whole lot of other people own the show Buffy the Vampire Slayer and the characters contained herein.  
>  **Rating:** R  
>  **Summary:** Ignoring Spike's warnings, Willow goes to see Rack.  
>  **A/N:** In this story, Smashed has happened, but only part of it. Buffy and Spike did bring the house down, but Amy was not de-ratted yet, so, no Bronze magic stuff for Willow and Amy. This takes place a few weeks after Smashed, but is completely AU after that episode. Willow and Tara have been broken up for weeks, and Buffy and Spike have been having sex for weeks, Giles is still in Sunnydale, and I think that's everything.  
>  **A/N 2:** Part of this chapter was written by my BtVS beta, Claudia.

Willow strode purposefully down the garbage-strewn alley toward her destination, the smooth metal door at the end that led to the Bronze. Her footfalls sounded loud in the near silence of the night. The only other sounds, coming from the Bronze, a soft, thumping sound that grew louder as she neared the entrance.

Her anger and sense of betrayal had only grown in the past twenty minutes, rather than fading as she'd secretly hoped it would. There was a tiny part of her, way far in the back of her mind, that didn't want to go to Rack, didn't want to disregard both Tara and Spike's words. But the furious part of her, the part that was now in control, could've cared less.

She wanted to see Rack, to see what he could do for her. She wanted that small sense of danger that she craved. Forgetting what her life was at the moment, the things she'd done-ripping Buffy out of heaven, doing a spell on Tara to erase their fight, cheating on Tara with Spike-forgetting all of that and the fact that she'd allowed Spike to fool her into believing he cared about her, that held a great deal of appeal to her too.

Darkness surrounded her but for the pale yellow light from the rising moon. The streetlights lining the alley along with the light above the door, did little to chase away the encroaching night and what hid in it.

But Willow wasn't worried about the creatures of the night. She wasn't afraid for her life. She could take care of herself. She _would_ take care of herself.

She raised her hand in front of her, and flicked it at the heavy door as she approached it, watching with a delighted smile as it flew open. She stepped forward, standing in the entryway, surveying the crowded club. Heads turned her way, men and women alike watching her with appreciation, envy, and disinterest. The apathetic teens of Sunnydale, as with teens everywhere, knew little, but instinct, and the presence of a Hellmouth had taught most of them when to approach someone, and when not to.

One look at her face as she stood backlit by the moon, had everyone with just an ounce of self-preservation and common sense leaving her alone.

Willow, ignored everyone in favor of finding Amy, her fellow witch, the person who could take her to see Rack. Spotting a girl with long, straight, golden-brown hair on the dance floor, Willow pushed her way through the crowded club.

Eyes watched Willow as she passed them. She seemed to crackle with an energy that was visible. People stepped out of her way, most didn't even realize they were doing it, but some silently swore-never out loud-that it was because they'd looked into her eyes and found an emptiness there that unnerved them.

As she neared the dance floor, Willow could see that it was indeed Amy she'd seen. The other girl, surrounded by dancing couples, was gyrating slowly against two beefy bo-hunks, one blonde, one black-haired. They were muscular, bodybuilder muscular, huge. They had on white T-Shirts, and black jeans, looking a bit like bouncers, but Willow had never seen them before. She was pretty up-to-date on the people who worked in the Bronze, and those two did not.

The current song the band was playing came to an end and a new one started. The soft, slow, rhythmic sounds of an acoustic guitar floated through the air, wrapping the patrons in a melody that was haunting as much as it was beautiful. The atmosphere in the club changed, going from frenetic to sensuous.

Willow paused on the outskirts of the dance floor, glancing curiously toward the stage. The sound of the band reminded her of the Dingoes. Reminded her of Oz. Sweet, simple tunes, not too difficult for Oz's fingers to wrap around.

When he left Sunnydale the first time, he'd still been having trouble with the G chord. Had he learned it by now? Mastered it?

Closing her eyes, she tapped her fingers along her thigh, keeping beat with the song, wondering where Oz was tonight. Was he chained up somewhere because of the full moon? Or was he running free, chasing rabbits?

Humans, her mind scoffed at her, he'd be chasing humans. Killing them and ripping them apart with claws and teeth. He'd be feasting on a dinner of humanity.

Her eyes snapped open, and she narrowed her eyes on the band, waving her hand in their direction to shut them up with magick.

Nothing happened. The music continued to play, the lead singer continued to wail mournfully into the microphone, and Willow grew more furious with every note saturating her ears. She tried again, waving both hands toward the stage, whispering, "Silence."

Again, nothing happened.

Frowning down at her hands as the band went on as if she hadn't just tried to use powerful magick on them, she spun around toward the dance floor. Shoving her way through the sweaty throng of dancers that were cradling each other close, practically having sex right there on the dance floor, she stopped in front of Amy and her two male partners.

Amy was sandwiched between the men, her eyes closed, her lips moving in time with the words. A year ago, seeing Amy sliding her body up and down the man behind her would've had Willow blushing. That naivete had left her with so many other parts of her childhood. Before she'd been loved and then left-or betrayed-by a werewolf, a witch, and a vampire. She'd learned to move past the little things.

At the moment, Willow had no patience for this. She wanted to get out of there and start forgetting. Start moving on with her life like Tara obviously was. Like Buffy was. Like Spike was. Even Amy was, and she'd only just returned from Rat-World a few hours before.

Sighing impatiently, she grabbed Amy by the arm and yanked her out of her man-meat sandwich.

Amy's eyes opened slowly, a seductive smile playing along her lips as she caught sight of Willow. "Oh, hey, Willow," she said huskily, licking her lips and letting her eyes slide shut as she leaned back against her dark-haired partner. He tried to pull her back into the dance, but Amy stayed where she was, sighing as she ran her hands up and down his legs behind her. "Which flavor you want?" she giggled, patting the man she was gyrating on before gesturing to the blonde, who was glaring at them for taking away his lap-dancer. "Chocolate, or vanilla?" She grinned, sliding her eyes to a girl dancing with her boyfriend a few yards away. "Or would you prefer strawberry?"

Not caring for either, or, Willow yanked Amy away from the dancers. "Come on. I wanna go see Rack." Ignoring that tiny voice springing up in the back of her mind, the one that was warning her not to go through with this, she rolled her eyes.

She just wanted a taste of his magick. Hers was gone, and wouldn't be replenished for at least a few days. She might need it before then. What if Dawn was attacked and Buffy wasn't around? She'd need at least a chance at helping.

Despite Dawn being an all-around pain most times, she was still Buffy's sister, and Willow didn't want anything bad happen to her... mostly. A bad case of laryngitis wouldn't hurt.

That she wanted and needed the magick was silly, Tara had no idea what she was talking about. And the danger, sure it appealed to her a little, but who didn't it appeal to? It was a normal thing, everyone craved a little danger. Like watching a horror movie, or riding a roller coaster. The thrill of it all gave her a rush of adrenaline, a natural high. Going to Rack would be no different.

Amy jerked out of Willow's grip, stumbling back a few steps when her arm was released. Her eyes narrowed on Willow, her mouth forming a thin line. "What about your pet?" she said testily. "What's he got to say about it?" She looked around, searching for Spike. "Doesn't he wanna weigh in on what Willow should or shouldn't do?"

Willow clenched her teeth, seething with mounting anger. "Spike has no say in anything I do." Her voice was sharp, her eyes cold. "Are you coming, or do I have to go find him myself?"

Amy considered for a minute, glancing around the Bronze with a raised eyebrow. "I'm bored here anyway," she said lightly, flicking her hand toward the dancers. Both disappeared in a puff of smoke. The crowd on the dance floor surged closer together, having no idea why they'd left a spot so large unoccupied. She took Willow's arm with a wide smile, her eyes shining as she dragged her toward the door. "You're in for a treat," she told Willow, "Rack is..." she paused, sucking in a breath, searching for the right word, "phenomenal," she finally breathed.

"Yay, another alley," Willow sighed, looking around them at the filthy, dark space. Black garbage bags, garbage cans, crates-both broken and unbroken-lined the ground by the walls, making the small alley feel even narrower. Claustrophobics beware, she thought caustically. Stepping around a puddle of what she hoped was water, she turned around, facing Amy.

Amy turned to walk backwards, grinning at Willow. "This is it." She spun back around, continuing to the end of the alley, her steps hurried.

"Where?" Willow asked, seeing no doors. Heck, there wasn't even a window to climb through. "I thought you said the guy lived around here."

Amy nodded, coming to a stop at the end of the alley. "He does," she told Willow, frowning at her. "You can't feel it?"

Willow looked around them again, seeing nothing that could be construed as living quarters. And as for feeling anything, all that she could feel was a slight tug on her insides. But that could be nervousness. The alley, stretching out in front of them, was completely empty. "What do you-"

Amy reached down, taking Willow's hand in her own. She held it up, moving it forward. "Here."

"It's hot," Willow said wonderingly. A twinge of uneasiness settled in her, giving rise to misgivings that were increasing by the minute.

Amy grinned, her excitement almost palpable. Turning to face Willow, she walked backwards. "Come on." The air around Amy rippled, distorting her as she disappeared into the nothingness on the other side of... whatever was there.

Willow stretched her hand out in front of her, moving forward slowly. Her mind was warning her not to go in there, not to go through with this, but she paid her conscience no attention. As she watched, her hand and arm rippled like Amy's had, then disappeared. Taking a deep breath, she put one foot in front of the other, and went through the magick field.

As she emerged into the dilapidated room, she saw Amy grinning like a kid who'd gotten a pony for Christmas. Or Hanukkah. She dropped her hand, staring around at the place, wide-eyed. 'Wow', she wanted to shout, but remained silent, not wanting to draw any more attention to herself than she already had. The people looked a little... strung-out.

Are these them then? she wondered. The people Spike had warned her about. Were they empty shells filled with want and need?

She wasn't like them at all. She wanted magick, yes, but she kind of had to have it. The world was often at stake, and sometimes only magick saved it. Or helped anyway.

"It's cool, isn't it?" Amy asked, looking as pleased as punch. "The place is cloaked."

Willow nodded. The place was... well, kind of past its prime. It was pretty standard for an old, run-down motel room. Chairs, sofas, and lamps, lined the walls, with people lining the seats. Most of them were young. In fact, they all were. But they looked old. Their eyes looked like they'd seen and done too much. "Yeah," she agreed, tamping down on the nervousness threatening to draw her down into its murky depths.

"Moves around a lot too." Amy glanced around the room, not at all thrown by the odd scene, and not noticing Willow's sudden unease. "Keeps Rack out of trouble."

"Rack," Willow said, grabbing onto that subject, hoping to learn a little more before actually meeting him and letting him do... whatever it was he did. "What's-"

A door across the room opened, and a man emerged. His eyes fastened on Amy and Willow.

A girl sprung up from her seat on one of the chairs. "Rack, Rack, it's my turn," she said anxiously.

"No, man, you said I was up," a guy joined in, standing on the other side of Rack.

The girl looked angrily past Rack, glaring at the guy trying to take her turn from her. "Bull, I've been here for hours!"

Rack ignored them both, his eyes still solely on the newcomers.

Willow clenched her hands into fists as he neared. Tiny pinpricks of pain forced her to loosen her grip as he approached. She swallowed hard, not wanting to give in to the fear, but not able to completely let it go. Okay, so his long, stringy brown hair was kind of gross, but she wasn't the type to judge people by their appearances. That was Cordelia and Harmony's job. Even if the scar on his face did make him look sort of evil and scary. But, hey, he had a nice, pretty amulet around his neck, and that was... neat and stuff. So, who cared if his eyes were kind of... well, odd? She wasn't judgmental.

Buffy said so.

She hadn't judged Buffy about sleeping with Spike. It wasn't Buffy's fault. She needed comfort she couldn't find elsewhere. Spike was the one at fault. He'd- ugh.

Rolling her eyes mentally, she looked up at Rack, even more determined to do this.

As if he heard her, Rack told the room. "I believe these two are next."

Willow glanced sideways at Amy whose wide eyes were shining brightly, a smile of anticipation turning up the corners of her mouth. Willow's heart pounded and her breathing quickened. Wiping her sweaty palms on her jeans, she followed Rack as he turned on his heel and led the way into the other room.

Willow looked around the small room, barely registering the peeling paint on the walls, the outdated furniture that'd seen better days before she was born, and the carpet that had stains on it that she didn't want to know about.

"Thanks, Rack, for taking us," Amy said, removing her jacket to get more comfortable. She set the jacket down on the couch. "I know it's been a while. You'll never believe-"

"You were a rat," he said slowly, and Willow had to wonder why Amy wasn't asking the question that was uppermost in her own mind at the moment, chiefly being, if he knew she was a rat, why didn't he help her somehow?

Amy looked like she wanted to ask, but she didn't. Instead she asked, "How did you know?"

Rack chuckled, and Willow had the feeling that he knew what they were thinking, and was amused that they didn't dare ask him. "I hope that taught you not to mess with spells you can't handle. You should leave that in the hands of a professional." He rubbed his hands together, causing little sparks of magick to fly this way and that.

Willow watched him in amazement. This, oh this was exactly what she'd been wanting. Someone to share their magick with her, to teach her how to use it rather than constantly nag her about it, warning her off of it. She wanted someone who would encourage her, not tell her to be careful.

Rack watched her just as intently, staring at her as he rubbed his hands. The magick flying off of him called to her, tugging at her insides with promises of filling the emptiness.

He looked delighted with Willow, like Amy had brought him a new toy. "Oh," he said softly, "this one's givin' off vibes." He walked closer to her, forcing her unease right back up to the forefront.

She'd never been comfortable with being the center of attention. The limelight just wasn't for her. She preferred to sit quietly in a corner, watching other people. The way Rack kept looking at her, she started to wonder if he wasn't just a little bit of a pervert. "I don't mean to... vibe at you, i- if it's in a negative way," she told him, hating herself for being reduced to her old nervous stuttering ways.

He walked behind her, out of sight, his voice almost as awed as she had been at seeing this place. "No, no, I- I mean you... have power, girl, it's just," he waved his hands around her, startling her, "coming off you in waves."

"Not so much," she returned, looking away in embarrassment. He moved back around in front of her, still staring. She felt like a bug under a microscope. Or a prostitute on a street corner. If it wasn't for what he was able to do, which she still wasn't sure what that was, she'd probably be halfway home by now, because Rack was one creepy guy, but she wanted what he had. Needed what he could do. "I mean, I- I can do stuff, but, I get tapped out quick, and I've used practically every spell I know."

That was hard for her to admit. That she wasn't as knowledgeable and skillful as she'd like to be. As many other Wiccans were. She had power, she knew that, but because of Giles and Tara and... so many other factors over the years, her learning had been retarded.

"And what do you want me to do about that?" he asked knowingly.

Her face clouded with uncertainty, not sure exactly what he wanted from her. The urge to run was rising within her again. "I-I don't know, I- I thought-" she looked back at Amy, who was watching them with curiosity. "Amy said-"

"Amy said," he interrupted, nodding. "Amy said I could help you." He paused ever so slightly, hardly at all really, but she heard it, and it wasn't reassuring. "But did Amy say how you could help me?"

And therein lies the rub, she thought. What did Rack want for sharing his magick with her? For bolstering her own powers. What was her need for this worth? "No, I- I have some money, a- a bit-" Oh, how she wished she could stop her stuttering tongue from giving away her nervousness.

He shook his head, not satisfied with her offer. "Not money."

Well, what else was there that he could possibly want from her? She didn't have much in the way of worldly possessions. All she did have was her book smarts and her- oh, ooo, maybe that's what he wanted. "I could help you with your computer, I'm really handy-"

A wave of apprehension coursed through her when he moved near, holding his hand out toward her chest. Her stomach clenched tight as she fought to keep a hold on her fragile control.

"Just relax," he told her, and she wondered if he was trying to be reassuring, because he was failing miserably if that was the case. "I'm not gonna hurt you." Another one of those minuscule, almost not-there pauses as he added, "You gotta give a little to get a little, right?"

Her pulse began to beat more erratically, her breath catching in her throat. She looked over at Amy, wondering what she was getting herself into.

"It's okay," Amy whispered, her eyes flat, expressionless. "It's over fast."

Willow nodded once, her expression wooden, though she knew she was fooling no one with her impassivity. Turning back to face Rack, she waited for what she hoped wouldn't be too unpleasant.

"That's right," he said softly. "I'm just gonna take a little tour." He raised his hand, holding it over her chest, but not actually touching her.

She felt the heat from his skin, and something else, itching along her own skin at his nearness. Before she could figure out what it was, magick shot from his hand into her chest. She gasped, closing her eyes as a wave of energy flooded into her. Breathing became an issue as air was dragged from her lungs, leaving her feeling empty and aching. The magick flowing into her quickly filled her up, saturating every inch of her body, inside and out.

She panted as the sounds outside of her own breathing faded away to nothing. Wrapped up in a cocoon of near-stifling nothingness, she whimpered, feeling the magick cut off, but oh... still there. Still soaring through her.

A voice, the only sound in her now narrow little world, whispered in her ear. "You taste... like strawberries."

The sound of his voice made her want to shudder in distaste, but the magick coursing through her drowned her in ecstasy.

Time stopped being anything she knew, or was familiar with. She was just... Willow, nothing else existed. She was fully, blissfully alive. Her smile widened, broadening until she thought her face would split, and she was happy with that. In fact, she was happy with everything.

Opening her eyes slowly, she saw the room below her, impossibly below her, but right where it was supposed to be. Stretching languidly, she watched grass grow over everything, blanketing the entire room in green. She rolled onto her side with a sigh, her thoughts wonderfully empty of all things Willow. Pleasure existed here, warm sunshine on her face.

She squinted up at the clear blue sky. The sun was mostly obscured by tree branches, which swayed in a slight warm breeze, causing dappled sunlight to dance along her skin. The sweet smell of roses drifted to her and she inhaled deeply, also taking in the rich, earthy smell of soil.

A hand, smooth and silky, drifted along her thigh, the fingers teasing and feather light. At the same time, she felt lips, raining delicate kisses on the flesh of her other leg. Such soft lips, so tender. Lips that slowly made their way up her body. Hands, gently but firmly, parted her thighs and the kisses turned into suckling and her body writhed, aching for more.

Locked in the welcoming world of magick, a world all her own, she reacted wholly to the mouth moving on her. The intense state of arousal left her gasping, fisting her hands in the wool blanket beneath her. Her hips arched up from the ground, her eyes fastening on the leaves moving in the breeze, the lone white cloud floating lazily in the sky. A tongue slid inside her, teeth nipped at her.

The muscles in her stomach tightened, clenching with the promise of release. This was more than physical, it was sensual, carnal. Phenomenal.

Her heart drummed inside her chest, her pulse quickening as she pushed out breaths through slightly parted lips. Shivers of delight whispered through her, making her skin tingle.

And then she was standing there, on the precipice, taking a swan dive from the cliff. Thoughts-a hundred, a million of them-flooded through her mind as she screamed her release, arching her hips higher, closer to the mouth, clamping her legs around her lover's head. Panting with short, quick breaths, she settled back down against the blanket, loosening her fisted hands from the soft cloth beneath her.

Her eyes followed the light gray clouds soaring across the sky, watched the tree branches blow heavily in the gentle wind. The mouth left her, and a body lifted over hers. She looked up as her lover entered her.

Her eyes widened when she saw Rack poised above her. Inside her.

There was a lazy, predatory smile on his lips. Glistening lips, covered in-

"Oh, God," she whispered, as the waves of pleasure continued to roll through her body. She made a feeble attempt to push him off, but her body refused to cooperate. Her traitorous body had a mind of its own. Her legs wrapped themselves around him, as he thrust increasingly deeper and faster. "Oh God," she repeated.

His eyes, dark and knowing, settled on hers as he tilted his head to the side. She couldn't turn away. "That's right, you know who I am," he whispered, his voice deepening, reverberating through her mind. "Now let's see who you are."

Overcome with sexual pleasure and despair, she closed her eyes to the dark gray clouds starting to obscure the cerulean sky, and hitched in a shallow breath as tree branches whipped overhead. The smell of roses had faded, all she could smell now was strawberries. And decay.

He grunted, the knowing look on his face replaced with an intense expression of ecstasy as he thrust even deeper into her-God, had anyone ever gone that deep?-forcing a gasp from her. She didn't want to respond, she didn't want this, or him, or anything but this to be over. But her body wasn't agreeing. It was enjoying the sensation of having him inside her and his hands on her.

When her body tightened around him in a second orgasm, he laughed and continued thrusting until he spilled himself inside her.

She closed her eyes and waited breathlessly as the weight on top of her was lifted. Silence descended. Rolling over with a sob, she was surprised to feel herself falling. She snapped her eyes open. The floor was quickly advancing on her. Reaching her arms out, she broke her fall, landing on her stomach. A moan escaped her. Unable to move, she closed her eyes.

The sensation of movement rushed through her, creating a sense of vertigo. She opened her eyes and found herself standing up... in the Bronze? People surrounded her, the noise hurting her ears. She swayed slightly as the vertigo feeling returned. Reaching a hand out to one of the tables to catch herself, she suddenly found herself not there anymore.

Looking around in a panic, she saw the Espresso Pump in front of her, and a pool of light beneath her feet, which meant that the Magic Box was- she was gone again before the thought could completely form.

She panted fearfully, feeling the floor beneath her. Frowning, she pushed herself to her hands and knees, looking around at her own bedroom.

Climbing hastily to her feet as memory returned, and stillness settled in her, she stood in the middle of the room, gasping for breath.

What have I done? she thought desperately, running to the bathroom to throw up. Her insides clenched, her throat forcing her to retch as images flooded into her mind. Rack. The field. Shame swept through her. Bile rose up into her throat and she gagged again, throwing up until there was nothing left inside her. She flushed the toilet with a shaking hand, dropping to the floor as dry, heaving sobs wracked her body.

Resting her head on her knees, she cried. For all the things she'd done to Tara, for sleeping with Spike, for tearing Buffy out of heaven, and for going to Rack. For letting her body respond to his. But most of all, she cried because she wanted to go back, to feel that rush of power flowing through her. That feeling of ecstasy as magick filled the empty places in her.

********

Water pipes shook and rattled in the walls, reverberating throughout the house as one of the upstairs showers was turned on. Buffy glanced at the ceiling, hoping it wasn't Dawn just now hopping into the shower. Hers took half an hour, and she still hadn't come down for breakfast. Sighing in annoyance, she turned off the stove and used the spatula to pry the scrambled eggs off of the pan they were sticking to.

"Hey," Dawn said, startling Buffy into dropping a few of the fluffy yellow bits of egg to the counter.

She looked over her shoulder, relieved to see Dawn completely dressed and ready for school. "Hey," she tossed back, turning back to finish her task. "Breakfast is..." she set the spatula down, picked up the plate of scrambled eggs, toast, and bacon strips, setting it on the butcher block island in front of her sister, "done," she finished proudly. Smiling eagerly, waiting for the wide Dawn-grin that always accompanied her excited squeals, Buffy crossed her arms over her chest.

Dawn looked down at the plate of food with a frown. "Oh," she said softly, disinterest in her voice. "Eggs. Cool."

Buffy raised her eyebrows at Dawn, and her uninterested attitude. "Yeah, eggs. 'Cause you said yesterday morning, when I made you cereal, that you wanted eggs and stuff. So that's what I made you."

"Yeah," Dawn sighed, picking up her fork and playing with the eggs, pushing them around on the plate. "I wanted them yesterday. Today I wanted French toast." She smiled, taking a tiny bite of the eggs. "But this is good too."

Buffy nodded, turning to the sink to rinse the dishes. "Well, maybe you could tell me what you'll be wanting tomorrow, that way I don't make French toast and screw up again." A streak of irritation rushed through her. As always when it came to Dawn, she'd done the wrong thing. Although, it wasn't just with Dawn. It was everything. Whatever she did, or said, it didn't seem to be the right thing. Today it was breakfast, last night it was Spike- sighing, she slammed the frying pan into the bottom of the sink. She'd agreed not to think about Spike. She couldn't even do that right.

"Hey, it's okay," Dawn called over the sound of the water. "I'm just cranky from last night. What happened anyway?"

"Last night?" Buffy repeated, starting to panic. Did Dawn know? How could she? Willow would never tell her. Spike definitely wouldn't. She herself hadn't. So she couldn't know, didn't know. "What do you mean?" she asked mildly, shaking her head in confusion. She shut off the water, wiping her hands on the dish towel as she turned to face Dawn.

"Just... with the banging doors, and-" she frowned, her mouth twisted into an expression of skepticism. "I swear I heard someone walking on the roof." Her expression cleared, turning into a self-deprecating smile. "Although, that could've been a dream, 'cause there's this one I have where clowns-"

"I really wish Xander would keep his fears to himself," Buffy muttered.

Dawn rolled her eyes. "The clown fear isn't a transference, Buffy, I've always been afraid of them. Anyway, the clowns have these huge balloon swords, and they walk around, peering in all the windows on the second floor." She paused, shuddering delicately. "Then they take their balloon-shaped swords, and," she held her fork in her fist, like a knife, making a stabbing motion straight in front of her, "stab it at the window, trying to break the glass to get in, but the glass isn't glass anymore, it's this... stretchy kind of stuff that stretches and stretches as they poke at it, but-"

Buffy tried and failed to hide her grin. "Freud would have a field day with you," she snickered, tossing the dish towel on the counter as the water upstairs shut off.

"What? Why?" Dawn asked in confusion, her brow furrowed in thought. "Why would-"

"Never mind," Buffy chuckled, hiding another grin, this time more successfully. "Eat, don't talk. You're going to be late for school."

Dawn dutifully took a few bites of her eggs, followed by a bite of toast. Instead of taking another bite, she swallowed quickly and continued talking. "Anyway, then there was all sorts of banging, and when I asked Willow about it, she was sort of mean." She looked down at her plate, picking up her toast to take another slow bite. "I thought maybe she'd had another fight with Tara."

"Willow, mean?" Buffy asked skeptically. "I don't think so, it must have been another dream. That's all," she assured Dawn. "Willow doesn't do mean."

Dawn looked up at her, raising an eyebrow. "Glory."

Buffy winced, knowing Dawn was right. "There were circumstances then. Tara's fine, and that's no reason for her to be mean to you." She moved around the island, sitting on the stool beside Dawn. "I'm sure it was just a dream. What did she say?" she encouraged.

Dawn hesitated, looking up at the ceiling. "That I was always cranky." She pushed her plate away and stood up. "And something about a rat with a rack." Tucking a lock of hair behind her ear, she shifted a bit and smiled. "I better go, I'm gonna be late." Heading out of the room, she rushed right by Buffy, bumping into Willow as she entered the kitchen. "Oh, sorry," Dawn mumbled, keeping her eyes on the floor as she hurried past.

"It's okay, Dawn. I sort of wanted to-" Willow started to say, but Dawn was already gone. Willow looked after the retreating girl with a frown. "Is she mad?" she asked Buffy.

Buffy sighed, taking a piece of uneaten toast from Dawn's plate. She bit into it, wondering why things always had to be so hard these days. "Apparently. She says you called her cranky last night." Buffy tossed her a smile, trying to share in the amusement that came from knowing Dawn could be a pain in the rump, but Willow wasn't looking her way.

She nodded, sitting in Dawn's vacated seat. "I did," she admitted quietly, propping her elbows on the table and resting her head in her hands. "I didn't mean to say it, but... with the magick, and de-ratting Amy, and Tara... I was sort of cranky myself, and I took it out on Dawn." She didn't apologize, Buffy noticed, but she didn't look happy about it either.

"That's okay," Buffy said slowly. "She probably knows you didn't mean it." Frowning, she took in Willow's pajamas and wet hair. "Aren't you a little underdressed for school?" she asked, tugging on the sleeve of her red, flannel PJ's.

Willow nodded, leaning her head on one hand as she glanced quickly toward her, then away again. "I don't feel so good. I think I'm going to go back to bed for awhile." She sighed heavily, tracing a fingernail along the counter edge. "Shouldn't have stayed out all night with Amy I guess."

Amy. A small twinge of jealousy bit Buffy in the ass. She had no right to be envious, and she certainly wasn't going to tell Willow about it.

"Oh, okay." Frowning at her friend and looking at her-really looking at her-for the first time in a few days, she was a bit surprised by what she saw. The dark circles ringing Willow's eyes, stood out in stark relief against her pale, chalky-white skin. Her wet hair, shoved back, but for a few stringy strands currently falling over her face, was uncombed. "I'm gonna head to the Magic Box for a little training fun, and then I'm work-bound. Whoo and yay," she said flatly, not at all looking forward to her shift at the DoubleMeat Palace.

Willow smiled weakly, dragging her eyes open and standing up in exhaustion. She yawned, heading out of the kitchen. "I'll stop by the Magic Box later, after you get off work. Night."

Buffy watched her go, waited until she heard Willow's door shut, then gathered her jacket and keys and left.

Her own life, with everything going on with Spike, and Giles getting ready to leave, and the new... whatever it was that was screwing with her lately... had been her sole focus of late. She hadn't had much time to notice her friends hurting, and as horrible as it sounded, there were times when she didn't even care enough to wonder. But that was her life these days. Patrolling, and seeing Dawn off to school. Training and saving Dawn from whatever tried to grab her that day. And work.

So, she had other things to worry about. She couldn't constantly wonder and worry that her friends, adults in their own right, were okay, and not hurting. She couldn't fix their hurt anyway.

She couldn't even fix her own, how was she expected to fix theirs?

So, she worried about herself and Dawn. Mostly Dawn actually. And the unhealthy, really wrong thing with Spike.

Shutting the front door behind her, she made sure it was locked before heading off down the street. Squinting into the bright morning sun, she slipped a pair of sunglasses from her jacket pocket and tried to imagine the sun was warming her. Tried to pretend like she was just another girl, walking down the street to her destination, and not something dead that'd been ripped out of Heaven.

Sometimes it worked, today it didn't. But she would not seek out Spike. Not ever again. No more. She was done with that, and with him.

And, according to him, he was done with her. She wasn't sure if she believed him. She thought maybe it was more along the lines of him trying to... do what? Gain the upper hand? Take control?

She sighed heavily. Spike, she thought derisively. Of all the people she could've chosen to use to get over the whole being-dead-again thing, she'd had to choose him. Him of the evil, biting, vampy, soullessness. What the hell is wrong with me? she wondered, he's not only soulless, but he's bite-y again. At least with her.

Her breath caught in her throat, remembering last night's bite. When he touched her-even just the smallest touch-she burned for more. His teeth piercing her flesh hadn't even turned her off of him, even after she'd vowed to herself not to let him do that anymore. Or to let herself sleep with him again.

Why couldn't she resist him? Well she could now. She actually was resisting him this very moment by not going to his crypt.

Yep, she was a rebel.

Still. She wanted to go to him. Was he right, was she just as dark as he was? Did she get off on pain? No, she thought desperately, it's not that at all. It's just comfort. No matter how she had to go about getting it, she needed the comfort of another body. Another body that understood death.

Another sigh escaped her as her mind tried to return to the ever-present thoughts of Heaven. "Get over it," she muttered, wishing she could do just that.

"Okay, Buffy! Buffy!" Giles shouted over the sound of her fists hitting the punching bag. His body jerked with every blow she rained on it, making him sound like he was driving over a constant stream of cow grates. "That's enough for now, I think." He was panting slightly, gasping for breath, but trying not to look it. "Perhaps you could save some of that hostility for the Yipral demon."

When she finally stopped beating up the bag, he released it and stepped back, wiping sweat from his face with his shirt sleeve. The gray sweatshirt was apparently living up to its name, because at the moment, it was soaked with it.

And she was the one doing all the work.

"Yipral demon," she repeated, dropping her fighter's stance, and letting her arms fall to her sides. "Right, forgot about him." She stepped away from the bag, grabbing a towel from the pommel horse. Since her face was sporting only a fine mist of sweat, she tossed it to Giles instead. "Sorry, guess I got a little carried away." Her shirt on the other hand, was kind of icky-sticky.

"No, no. I'm just..." he sighed, grinning ruefully. "Not as young as I used to be."

"Please, you're as buff as the next fifty year-old guy," she teased, turning away from him, ostensibly to grab the other towel from the horse. Her smile disappeared with her sight of him. She hated this. Hated that he was leaving soon, and leaving her to deal with it all alone. Dawn, Spike, everything. It was all falling even more solidly on her shoulders now that England was in his near future.

The minute he got on that plane, she was one hundred percent in charge of the house, her sister, the Slaying gig.

And she was afraid she couldn't do it. Not alone.

"Hey," Xander said from the doorway, snapping her out of her thoughts.

She smiled at him, her best friend. Someone to help her if things got too hard? He had his own life though. He was going to get married soon. Something she would never do.

Sighing, she looked toward where Xander was standing, envying him for the simplicity of his life. Even if that life included demons almost as much as hers did.

He was leaning against the doorway with two bottles of water, watching Giles wipe himself down. He tilted his head to the side, his mouth quirked up a little when he saw that she had barely broken a sweat. He shook his head at her in mock sorrow. "What did I tell you about beating up Giles, Buffy?"

"But it's so much fun," she pouted, peeling her sweaty shirt away from her body. "Ugh, is a shower too much to ask for in this place?"

"Yes," they answered together.

Xander moved further into the room, handing them both a bottle of water. "Construction alone would cost a pretty penny," Xander told her. "Not to mention labor."

"You could do the labor," she said absently, feeling an itch that tingled along her skin, it only happened when vampires were around, which meant one of two things. Vampires had just entered the store, or one particular vampire had entered the store. Ignoring the panic that assailed her at the thought-she didn't want to see him when other people were around, not after the things they'd done, the things she'd allowed him to do-she headed for the front of the store, hoping it was a gang of vampires.

Bad luck for her.

Spike appeared in the doorway Xander had just vacated, halting her mad dash toward him. He nodded to her, that's all, just a nod, but she imagined the others were reading more into it than that.

So she reacted defensively. "What do you want, Spike?" Her tone wasn't as harsh as she'd like, it was more pleading. And she didn't like that.

Giles sighed, looking tired- no, not tired, weary. His eyes skimmed over her and Spike with irritation. "I called him in to help with the Yipral demon," he announced, striding across the silent room, and pushing past Spike.

Spike shrugged casually, making her even more nervous. "Yeah, Slayer, I'm just here to kick a little demon ass. Seems you sorry lot need all the help you can get." He paused, looking around casually. "So where's the witch? Why isn't she here researching this demon?"

Ignoring his jibe at them, she decided to be civil. Maybe he'd repay the favor and they could have a nice, decent working relationship with the others none the wiser. "She stayed home sick. Said she'd be here later." Frowning, she glanced over at Xander. "Only, it now is later. Did you try calling her?"

Xander nodded, pushing away from the door. "Twice," he answered. "How sick was she? Maybe she's, uh, maybe she's just sleeping." His voice was hopeful, not allowing too much worry to creep in.

"I can-" Spike began, falling silent when Buffy and Xander both tossed him a 'shut up' glare. Her angry stare had his features hardening in rage.

She ignored him, turning away from his glowering eyes. Tough luck, she wanted to sneer at him. If he wanted to be pissed, he could do it elsewhere. Willow wasn't anything he cared about. "Um, she didn't say. But, she stayed out with Amy all night, so maybe... hangover type sick?"

"She got drunk and hung out with a rat all night?" Xander asked, grinning crookedly. "That would've been a sight to see."

"Oh," Buffy added, "um, she de-ratted Amy and they pulled an all-nighter. You know, to celebrate Amy's freedom." Laughing lightly, she added, "You know, Willow said something odd to Dawn last night-who she griped at, remind me to tell you about that later-something about... a rat with a rack. So, obviously she and Amy had big plans for the evening. We'll have to get the scoop from her later."

"A spice rack?" Xander chuckled, and they both broke into laughter.

Neither Buffy nor Xander noticed Spike's mouth tighten, as they made their way to the weapons chest.


	4. Sliding

**Summary for the Chapter:**

> Spike confronts Willow about going to see Rack.

**Notes for the Chapter:**

>  **Title:** Sliding  
>  **Disclaimer:** I own the plot, and nothing else. Mutant Enemy, Joss Whedon and a whole lot of other people own the show Buffy the Vampire Slayer and the characters contained herein.  
>  **Rating:** R  
>  **Summary:** Spike confronts Willow about going to see Rack.  
>  **A/N:** In this story, Smashed has happened, but only part of it. Buffy and Spike did bring the house down, but Amy was not de-ratted yet, so, no Bronze magic stuff for Willow and Amy. This takes place a few weeks after Smashed, but is completely AU after that episode. Willow and Tara have been broken up for weeks, and Buffy and Spike have been having sex for weeks, Giles is still in Sunnydale, and I think that's everything.  
>  **A/N 2:** Again, a part of this--with Rack--was written by my BtVS beta, Claudia.

Spike stared after Buffy and Xander as they headed over to the weapon's chest, hoping he hadn't heard them right.

Willow had gone to see Rack?

He sighed heavily, letting his breath out with a disgusted scoff. Unfortunately, he wasn't nearly as surprised as he should've been. He'd managed to convince himself last night that she wouldn't go to see the warlock after his warning, but something had changed her mind. He hadn't counted on that.

And now she was missing?

He was undecided on whether he should leave Buffy to fight the bloody demon alone and go searching for Willow, risking raising Buffy's suspicions even more.

When the bell over the front door jingled, he was saved from making the decision by the arrival of the very person he wanted to search out. He forced himself to relax and unclench his fists, allowing the burning sensation in his palms from where his nails had dug into the flesh help him clear his mind. He still had to physically stop himself from breathing, to keep his chest from rising and falling with forced air.

Inhaling deeply one last time, he was nearly overwhelmed by the thick smell of sweat in the room. The air was close in here, heavy. But just when it was becoming too much, he smelled the tiniest hint of Willow as she neared the training room.

Like strawberries.

Seconds later, Willow walked gingerly into the training room, looking like she'd just spent the night in close quarters with a few bottles of Jack Daniels.

Or a few hours with Rack.

Anger, jealousy, and anxiety raged through him, burning at the edges of his control.

Willow didn't even notice. She wasn't paying attention to anything as she walked listlessly into the room. Her face was pale and chalky, contrasting starkly with the black circles rimming her eyes with weariness. Her hair was pulled back into a ponytail again, as if she hadn't cared enough to do more than keep it out of her face. And her movements were slow and careful, measured.

He opened his mouth to ask her what in bloody hell she'd been thinking, but though better of it. Now wasn't the time, not with Buffy and Xander mere feet away. They'd probably be a bit curious as to why he cared, so he remained silent, watching her with a worried frown.

When she finally took notice of him, her eyes lit with... something he couldn't identify before going completely blank.

"Oh, hey, Will," Buffy called in an overly cheerful voice. "You made it."

Willow didn't even bother looking toward her friends, her eyes stayed solely on him. Her whole body was stiff, like she was holding herself in check, fighting the urge to hit him. Her face gave nothing of her thoughts away, but her eyes, narrowing even further, finally flickered very briefly toward Buffy.

He darted a glance toward Buffy, hoping she hadn't noticed anything. There was a confused frown forming on her face along with a slightly panicked look. She probably thought he was going to give away her dirty little secret. Little did she know.

Turning his attention back to Willow, he watched her force herself to relax, unclenching her fists just as he had.

Her tight lips relaxed the smallest bit as she tossed a look at Buffy while hooking her thumb at him. "Why is he here?" she asked, then chuckled nastily as her eyes turned to his, burning with scorn. "No, wait, let me guess. You need money," she said snidely, raising a single finger. "You need blood," another finger went up along with her sneer. "Or..." she gasped dramatically, "you need to tell everyone, once again, how much you're in love with Buffy." She paused to shoot him a cold look. "How 'yawn' is that?"

He forced himself not to react, not to dart across the room to grab her and shake her. To insist she tell him why she'd done it. He made himself remain where he was standing rather than hurl accusations and threats her way.

She seemed a little disappointed with that.

Xander laughed snidely, tossing Spike a smug grin before turning his attention to Willow, looking her over with a sudden frown. "You had us worried. We called... and Giles left you a message."

Willow shrugged, tossing Spike one last look of disdain as she joined her friends by the weapon's chest. "I was asleep, or in the shower. Sorry," she said, but she didn't sound too apologetic. Or interested. Or... anything really. It was like she was there, and that was the extent of her participation.

"Another shower?" Buffy asked absently, studying Willow closer.

Apparently he wasn't the only one to notice the difference in Willow, Buffy saw it as well. And even the moron had noticed something was off, but as usual with this group, they didn't mention it. Just ignored it, probably hoping it would go away. That Willow was... kind of twitchy and nervous obviously didn't ring any alarm bells in their minds. How could they be so blind? he wondered.

"The first one was an out-all-night shower," Willow was saying. "The second was a slept-all-day shower." She yawned, covering her mouth as she looked down at the chest. "Why are we getting weapons?"

"You okay?" Xander asked, watching her as closely as Buffy. "Looks like you and Amy had too much fun. Though, don't get me wrong, I'm happy you're getting back out there, doing the... post-relationship thing-"

Willow's head swung toward him, her eyes burning into his.

He chuckled nervously. "Not- not that you're, you know, looking for love again. So soon. I just meant, you're... going out and having fun again." The last was added with a smile, a smile that begged with her to understand.

After a few seconds, Willow's expression softened and she nodded. "Yeah. Yeah, Amy and I did have... fun." She forced a smile that looked almost real, enough so that no one mentioned it.

"Fun," Spike muttered, seeing right through the pathetic expression. Her eyes flickered toward him so briefly he wasn't sure if he'd imagined it or not. Her back straightened and he sighed heavily, disappointed in her, and in the night he'd imagined having with her. Moving toward the couch, sitting on the arm as he listened in on their conversation, he leaned back against the wall, watching her.

He saw her eyes slide toward him as she shrugged. "Yeah, we, uh, we had a great time," she repeated, then explained, "that's why I'm so tired." She paused, wincing slightly as she leaned over to look into the weapons chest. "I'm just a little drained."

"Drained," Buffy repeated in confusion. "What-"

Willow shook her head dismissively and turned away, offering the others a view of her back as she answered, her voice abrupt. "I- I just meant... you know, what with Tara not being around anymore. And, the missing of her."

Spike's eyes narrowed on Willow, knowing full well that her words were for his benefit. If she was drained already, this soon after seeing Rack and getting a boost from him... then she was using some extremely powerful magick.

He sighed, feeling like a hot air balloon losing its steam.

Buffy stood up with an annoyed look at him. "Spike, do you have something to say?" she prompted, sounding like a kindergarten teacher talking to a hesitant student. When his eyes slid toward her, she gestured to the back door. "If not, we have to get going, so choose your weapons." She pulled a double-headed axe out of the chest, hefting it in her hands a few times.

The small smile she let show was one he knew well. He used to live to see one aimed his way. Now, it held no attraction for him at all. He was definitely over her.

And on to someone better.

Someone that couldn't stand to look at him any more than Buffy could. And why was that exactly? As soon as they were alone, he'd find out. Just as soon.

Giles came back into the room as Spike pushed himself to his feet.

Buffy turned to him with a slightly hopeful look on her face. "Giles, are you sure I can't do this solo?" she asked, her eyes darting quickly toward Spike.

His own eyes widened in surprise. Was she really hoping Giles would tell her to go solo, or did she want him to go with her? Judging by the guilt and shame scurrying across her expressive face, she wanted him to go with her. And she wasn't entirely happy about that.

Yeah, there wouldn't be much patrolling going on if he went with her alone. Not if she had her way. They'd kick a little demon ass, and then afterwards she would try to get a piece of ass.

But that wasn't something he was doing anymore. Not with her. His desire for her was cooling daily, for which he was extremely grateful. Willow most likely wouldn't be happy if she ever... found- oh bugger it. Is that what happened last night to send her to Rack? Had she found out about him and Buffy?

Darting his eyes in Willow's direction, he found her staring down at the weapons, not paying anyone the slightest bit of attention. If that's what was wrong with her... bloody hell.

Spike tossed an irate look in Buffy's direction wanting to blame her for this whole thing- wanting to, but not really being able to do so. All that false want and need she'd stoked in him courtesy of the monks wasn't her fault, it was theirs. Though most everything else that had gone wrong in his life, to date, was her fault in one way or another, this wasn't one of them. Not entirely.

That he'd slept with her after declaring his love to Willow... that was unforgivable. There was no excuse for it. Only inadequate reasons, such as frustration, leftover desire, and the fact that Buffy had thrown him on the ground and seduced him.

When Giles shook his head, he sighed in relief. He wouldn't be alone with Buffy, adding further fuel to the fire burning within Willow, feeding her rage toward him.

Giles pulled a small bag out of his jacket coat, presumably full of magick ingredients, and handed it to Willow, who took it with a curious frown.

"What's this?" she asked, sniffing the black velvet bag. "Ew, way strong garlic. Giles, have I taught you nothing about beautifying your spells?" She shoved the bag into her jean pocket and brushed her hands off. "A little Lavender here, some rose hips there..." she shrugged. "Works wonders for stinky people and stinky spells."

"Oh," Giles replied, glancing at her pocket. "Sorry. I- I, um, I forgot. Anyhow, it's a spell I found to reveal the path of the demon you're looking for. Just sprinkle it on the ground as you say the demon's name. Yipral," he added helpfully.

"Oh," she muttered, shrugging. "Okay. Whatever."

Giles frowned at her. "You'll also need to do a binding spell while Buffy kills it." He lowered his head a bit, looking over the tops of his glasses at her. "Can you do this, or-"

She nodded jerkily, bending down to take a silver dagger from the weapon's chest. "Ooo, this is pretty." Clearing her throat, she glanced over her shoulder at Giles and scoffed. "I could do that in my sleep." She ran her hand over the black and silver handle of the dagger, staring at it as if mesmerized.

Okay, Spike thought, now they had to notice something was wrong with her. She was acting more than a little off. But, after a few seconds of silence, he realized that they still didn't see it. Were they all complete idiots?

He watched her with a frown. She was staring at the dagger, moving it back and forth the tiniest bit, trying to catch the light with the blade.

"... Spike as extra protection and strength," Giles was saying, snapping Spike out of his thoughts. "Please use caution, Buffy, this demon is strong." His eyes found hers, warning her without words to be careful.

Buffy nodded though it wasn't needed. Had she ever not been careful? It didn't matter anyway, you still got dead.

Xander grabbed a stake from the chest, handing it to Willow, who had finally stopped playing with the dagger. She took the stake with a small smile. When Spike headed over, she clumsily got to her feet, watching him warily as she moved out of his path. He hardly paid her any attention, just gave her a brief look before reaching into the chest. With a clatter that echoed throughout the large room, he dug into the bottom, coming up with an axe similar to Buffy's.

Ah, his favorite. Great for beheading.

Xander rolled his eyes and grabbed a sword. Backing away slightly, standing a bit in front of Willow as if he was protecting her, he took the sword in both hands and swung it back and forth a few times, grinning. "Don't worry, I'll save you, madam," he drawled in a horrible accent that was indescribable. When Buffy glanced at him, raising an eyebrow, he shrugged. "The more the merrier, right? I can keep an eye out and act as a punching bag if a distraction is called for." Hugging Willow one-armed, he chuckled. "I'm there for ya "

Well, this was turning into an all-out demon hunt. Hopefully he'd be able to get Willow alone sometime during the patrol. They usually split up to cover more ground during these things, so he'd appeal to Buffy's common sense to pair him up with Willow and talk to her then.

"Okay, Xander," Buffy agreed, nodding decisively. "Will, you up for this?"

Willow, busy scooting out from under Xander's arm, snapped her head up to look at Buffy. She forced a smile and an eager nod. "Oh. Um, yeah, let's- let's kill some things, and create mayhem." She shoved the stake into the same hand as the dagger and raised her clenched fist in the air, waving it halfheartedly. "Go us."

Spike frowned at Willow, noticing that, finally, everyone else was watching her as well. And yet, they probably assumed it was just Tara. He bloody well remembered how they'd treated her after Oz left. And they were doing it again.

"Okay," Buffy repeated, glancing around at the small assembled group.

Spike looked at them as well, realizing that, once again, it came down to a motley few. A slayer, a witch, a vampire, and one incredibly idiotic construction worker. Hiding a grin at his thoughts, he turned Giles. "So, where do we start?"

Giles, staring at the mess of weapons in the chest and a few that had somehow gotten on the floor, looked up, clearing his throat. "Oh, uh, well when I ran into it with my car, it was on Vine Street-"

"The penis-mobile," Xander lamented, snorting with laughter at the scowl that immediately crossed Giles' face. He leaned forward in concern. "Is it going to be okay?"

Patently ignoring all of their snickers, Giles rolled his eyes. "I knocked the demon off its feet, but other than that, I don't believe I harmed it. The Shady Glen Cemetery is just a block from there." He frowned, pulling a handkerchief from his pant pocket and dabbing at his forehead. "By all accounts, Yipral demons like to hang out in cemeteries, so I'd start there. Use the revealing spell, and it should be a piece of cake."

"Great," Buffy said. "Let's head 'em up and move 'em out."

"Piece of cake," Spike repeated, knowing it wouldn't be any such thing. Hefting his axe over his shoulder, he started for the door.

 

********

 

The night was brightly lit so they were able to make their way to Vine Street rather quickly. Spike spent most of the walk behind the others, watching Willow, who was also lagging behind. He'd hoped to catch her alone, but had so far been unable to.

His brain, which seemed to consist of one thought and one thought alone, once again asked the question foremost in mind: Why had she gone to see Rack?

Bloody hell, he'd warned her away from the bastard and that hadn't been enough to frighten her off. It had to be that she knew of him and Buffy. But-and here was the kicker-why did that bother her so much? Was it because she didn't like her best friend sleeping with a demon? Or because she cared about Spike? Or, then again, it could just be that she felt betrayed.

Of course she was feeling betrayed. Who wouldn't?

Unfortunately, during the entire trip, Willow never strayed far enough behind the others to allow him more than a quick glance in her direction. And then she was gone with a glare, picking up her pace to join the others.

Once on Vine Street, they drew to a stop in front of a construction site. There was a six-foot chain link fence surrounding the area, warning off intruders. This was the bad part of town. A few businesses were around, but mostly just bars and motels. Spike sat on the hood of an old black Mazda, hooking the heel of his boot on the bumper. Dropping his axe on the hood of the car, he waited. And watched Willow.

"Okay, Will," Buffy said, "do your thing." Her eyes surveyed the darkness before falling on him with a sigh. "Spike." She stared pointedly at his axe. "That's somebody's car." When he shrugged, she rolled her eyes and stalked over to him. Grabbing the axe, she set it carefully on the street, resting the handle against the bumper.

Spike's eyes barely left Willow. She stood on the sidewalk, the stake and dagger in one hand. She was struggling to pull the bag of magick from her pocket without dropping the weapons and doing a poor job of it. The bag was stuck. When she pulled hard on it, it came free, jerking her arm up and forcing her into dropping both weapons.

She tossed him a quick glare before bending down to pick up the stake and dagger. Like it was his fault she was clumsy and a little bit strung out. Obviously she knew he was watching her. Judging her. Did she also know that he was upset with her for disregarding him and going to see Rack? He was bewildered by her need to do so, positive that it had something to do with him. Was that why she couldn't come to him rather than going to see Rack? He kept asking himself the same questions, letting them roam around his mind searching for answers. The only possible answer was that she knew about him and Buffy. But his mind refused to accept it.

Sighing, he dropped his foot to the ground and busied himself with digging in his pockets for a cigarette. Damn her anyway. And Buffy, constantly watching him, puzzling over his mood, annoying him with her irritating voice. Finding a crumpled pack in his duster pocket, he dug through it, fishing out the last cigarette. Lighting it, he drew the soothing smoke into his lungs, watching the three friends commiserate over exactly where to spread the magick pixie dust.

"Ah, hell," Spike bit out after a minute, "will you just dump the bloody thing?" His head was starting to ache. All the questions swimming around in his brain were giving him no peace of mind, and their chatter was just aggravating it.

All three of them stopped talking. Two of them told him to shut up, and one of them ignored him completely.

Willow yanked the tie on the small black velvet bag open, and poured some of the herbs into her hand. Holding her open hand to her mouth, she blew on the powder, and mumbled, "Yipral." The green powder swished and swirled in the breeze, floating slowly to the sidewalk. As soon as it settled on the ground, glowing orange footprints began lighting up.

Buffy sighed, shaking her head in irritation and disappointment. "The cemetery," she told them, following the footprints down the sidewalk. "Don't demons have anything better to do than hang around in cemeteries?" she wondered aloud.

Xander followed her closely, stepping around the footprints. "I dunno, let's ask Spike." He turned to glance at Spike over his shoulder. "When you're not with us, and not in a cemetery, what exactly do you do?"

"Buffy," Willow muttered.

Spike's eyes shot to Willow, hoping he hadn't heard her right. And if he had, he really wanted it to be because she was trying to get Buffy's attention. He did not want this to be why she'd gone to see Rack. Because of him.

If she knew, she had to think he'd lied to her about his feelings. That he'd used her. Betrayal was probably one of the emotions flitting across her hostile face. Betrayal and hurt.

But maybe she didn't know. Maybe she'd just been trying to get Buffy's attention. Yeah, right, he scoffed, nonetheless watching her closely.

She didn't look in Buffy's direction, or his, and he had to come up with different lies to suit his denial-filled thoughts. Maybe his ears were playing tricks on him. Or his mind was. Guilt did strange things to a person.

She stepped forward with her right foot, lining her shoe up with the orange imprint of the demon's footprint nearest her. Settling all her weight on that foot, she lined up the next one. He picked up his axe, swinging it onto his shoulder as he caught up with her. She was still walking in the footprints, carefully lining up each step before making it. She did this the entire way to the cemetery, staying just within hearing distance of Buffy and Xander, but far enough behind not to have to participate.

If he didn't know better, he'd think she was high. May as well be, his mind tossed back at him.

As they reached the stone gates of the cemetery, Spike grabbed Willow's arm, hauling her back onto the sidewalk with him as Buffy and Xander continued following the prints. "I want answers," he told her in a low voice, "so you'd better start coming up with something that satisfies."

She boldly met his eyes, lifting her chin in defiance. "You know," she said idly, "I think I speak for all of us when I say- Buffy!" She grinned smugly, tugging lightly on her arm as she waited for Buffy and Xander to hightail it back to them, but it only made him tighten his grip.

His fingers dug into the flesh of her upper arm, forcing a twinge of pain to course through his head. Dragging Willow through the gates, he met Buffy and Xander, shoving Willow toward them angrily. "Cat scared her," he said in disgust, stalking past them.

Following the footprints, he tossed his cigarette to the grass, leaving it smoldering on the ground somewhere behind him. The orange prints circled a mausoleum and stopped just outside the door. "Gosh," Spike said loudly, kicking open the crypt door, "I wonder where it could be?" The door flew open, slamming against the wall and trying to bounce shut again. His booted foot stopped it.

Glancing around at the mostly empty interior of the small space, he found it devoid of anything alive or dead-

Pain flashed through the back of his head, stunning him. Waves of more pain crashed through his skull, dropping him to his knees. His head felt heavy as it hung down, too heavy to lift. His eyes slid shut. He was falling forward.

Blackness descended just as Willow screamed.

 

********

 

When Spike woke up, he tried to climb to his feet and go to Willow's aid. She'd screamed, hadn't she? She was in trouble, possibly hurt. His brain knew all this, but his body didn't want to move right away. Fingers twitched as silence continued to be the only sound he could hear. Hands moved as crickets hesitantly restarted their chirping.

One by one he gained control of his limbs and was finally able to push himself into a kneeling position. The crypt, now sporting a small blood stain, was still empty but for the single sarcophagus.

His whole head screamed at him to stay still, not to move another inch or else it planned to explode on him. He got unsteadily to his feet, ignoring his head as he searched for Willow. As he left the crypt, stepping down clumsily, he tripped over Buffy's body. Glancing around quickly, he spotted Xander a few yards away, also unconscious. Both were alive and- asleep? Their heartbeats were normal, breathing regular and even.

Kneeling down beside Buffy, he felt her pulse, rested his hand on her forehead. As far as he could tell, they were asleep.

But where was Willow? Orange prints were near both Buffy and Xander, and a few had started in one direction before backing up and running to the left.

He'd only been out for a minute; his head hadn't bled enough for him to have been out for much longer than that. But apparently that was long enough for the demon to make a run for it, and where the hell was Willow? He spun around in a circle, hoping he'd just missed her body and heartbeat.

"Bloody hell," he ground out, trying not to panic. She'd just run, that was all. She wasn't hurt. Or dead. She was _not_ dead. Not after he'd just found her again. "Bloody hell," he repeated, running in the direction the footprints led. "Willow "

Halfway through the cemetery he heard a heartbeat, strong and steady, straight ahead. The footsteps led that way as well. Picking up his pace, he ran forward, jumping over a few headstones and a bush. "Willow," he said in relief.

She was kneeling beside the orange demon, her back to him, her shoulders slumped. All he could see of the demon was his legs and head. Eyes closed. Dead.

"I killed it," she said softly, raising her shoulders in a heavy sigh, letting them slump again when she was through.

Spike circled around them, to the other side of the demon. "It tried to kill us," he reasoned, wondering why it bothered her so much to have killed a demon. She'd done so with Buffy many times, hadn't she? Maybe not physically, but definitely with magick. She'd helped Buffy kill demons for the past six years, what was so- oh. Getting a better look at the Yipral demon, he could see what had her so upset.

Her pants, hair, and the whole front of her shirt were spattered with drying droplets of orange blood. Xander's sword, lying on the grass beside her, was also covered in drying blood, along with grass blades and some fleshy parts of the demon. She didn't bother looking at him as he knelt on the other side of the dead demon.

The dark green Yipral demon, all scales and claws, had two large slash marks on her stomach, and a hole in her chest. Blood was no longer flowing from any of the sword wounds, but it was smeared all over the demon, running in drying rivulets down its flesh to the grass below.

A small, green, baby Yipral, still in its mother's stomach, had tried to claw its way out, but died in the process. A single clawed hand was showing through the torn flaps of skin over the stomach.

"Did it?" she asked absently. "Did it try to kill us? I mean, it did something to you guys... knocked you all out somehow, but..." she looked straight at him, for the first time that night, without animosity. But her expression was empty. "I just- I wanted to get this whole stupid demon thing over and done with so I could-" she stopped, her eyes sliding away from his. Her breath left her on another sigh as she shrugged.

"Go see Rack?" he ground out, shooting to his feet. He reached across the demon to grab her arm and pull her up. "You're not that bloody stupid, Willow. So what the hell is the matter with you?" he asked furiously.

She ripped her arm out of his grip, staring at him angrily. Leaning down, she picked up her sword before starting back to her friends. "It's so very much none of your business-" she stomped a few yards away before coming to a halt and turning back to face him. Stabbing the sword into the grass between them, she settled her hands on the top of the hilt. She was covered in blood and looking slightly insane as she rationally tried to explain things to him. "And I am nothing like those other people. I don't have to beg Rack to do... well," she said with an odd smile, "anything really."

"Willow, he's a bloody warlock." He strode over to her, reaching out to grab her arm again. She hastily grabbed the sword from the grass and hefted it up as he half-pulled, half-dragged her along with him.

She shrugged in response to his comment, allowing him to pull her along. "So? You're a bloody vampire." He could almost feel her eyes burning into his back as she softly added, "And at least he's honest about what he wants."

As they reached the clearing with Buffy and Xander's bodies, he yanked her around in front of him, shaking her hard. The sword dropped to the ground at their feet. "Willow, Rack's evil," he said incredulously, unable to believe that wouldn't matter to her. "You're a witch, you should damn well be able to feel it-"

"I can feel it," she said with a roll of her eyes. "I know what he is. And I'm okay with that. As long as I'm careful..." she shrugged, smiling widely, "no harm done." When he stayed silent, she yanked her arm free, smoothing her hand down her wrist. "And like I said before, it's none of your business."

"That's it," he snarled, looking around for somewhere to take her before deciding on the crypt nearby. Yanking her along with him, ignoring her attempts to free herself, even with the warning pains he was getting in his brain, he tossed her roughly through the door, releasing her arm and slamming the door shut. "I want to know what the hell happened." He crossed his arms over his chest and leaned back against the door, barring her exit. "And I want to know now."

Her feet slipped on the dust, nearly sending her to the floor. When she caught her footing, she slowly turned toward him, straightening up furiously. After a moment, she relaxed with a small smile and a shrug. "Fine. The demon was hanging from the ceiling when you came in playing John Wayne, and it-"

"Not with the demon," he practically yelled, shoving away from the door as he dropped his casual stance. He was frustrated beyond words and she knew it. "Last night. I want to know what-" he dropped his eyes to the floor, wondering if he should give anything away. Whether he should encourage her to tell him. She had to know. That had to be why she'd immediately gone to Rack. "I want to know what I did."

She laughed shortly, shaking her head. "What you did- God, you're arrogant," she scoffed. "It wasn't anything you did," she assured him, leaning closer to raise an imperious eyebrow his way. "You don't have that much influence on me." She tilted her head to one side, considering her words. "Buffy maybe, but not me."

Spike stared back at her for a minute, not sure if she was confirming his fears or not, and he wasn't about to ask her outright, not yet. If she didn't have any idea about the two of them, then something else had sent her to Rack and this news might just send her back. As it was, he hoped he could talk her out of going again. "I don't have any influence over Buffy. Not, uh, not..." the denial died in his throat. Heaping more lies into the mix wouldn't solve anything. He did have some influence on Buffy... but only when it came to sex.

"Really?" she said thoughtfully, idly scratching her chest above her heart. Frowning, she lowered her head, glancing down at her chest. After a second, her eyes raised up toward his, just her eyes, swirling black pits of nothingness. When she blinked, they were normal again. She shrugged. "Huh. I could've sworn..." she sighed, her cold eyes settling on his, "Well, it doesn't matter. I have to go. Buffy and Xander are-"

"Asleep," he told her, moving closer. She definitely knew, he was sure of that. Question was, how did he explain himself without making things worse? "Tell me," he insisted.

"I'm bored with this conversation," she said in frustration, kicking out at the sarcophagus. "Let me go."

"No."

He settled one arm on either side of her, effectively trapping her in place.

She pushed at his chest, glaring up at him. "Move," she told him, her voice low and angry. She had to tilt her head back to look into his face, but she still managed to look in control when she did it.

He shook his head, keeping his hands firmly planted on either side of her. Leaning down into her face, he fixed his eyes on hers. "Willow, don't go see Rack," he said earnestly. "He's using you. He takes your memories, and your feelings, and he paws through them. When he finds one he likes, one that promises high emotion, he twists the memory to suit himself and sits back, feeding off of your fear, your pain, your pleasures..."

Her eyes widened briefly before narrowing on him, once again empty and bored.

A niggling suspicion wormed its way into his mind, forcing him to come to a conclusion he'd rather not think about. Softening his voice and his expression, he asked her again, "What did he make you see?"

"Stuff," she answered flippantly. "And I survived, didn't I? The very fact that I'm standing here," she motioned to the floor at her feet, "being-" she sighed heavily, "being... badgered by you, I mean, hello! Proof that I'm just fine."

"Then tell me," he insisted fiercely, dropping his casual attitude. He leaned in even closer, so that he was literally breathing down her neck and stared into eyes seething with as much anger and pain as his own. Clenching his teeth to keep himself from hurting her, he slid one hand behind her head, cupping it gently. "Tell me what he did to you." His voice was low and filled with barely suppressed emotions.

At this point he wasn't sure if he wanted to hurt her or kiss her. Both thoughts were garnering equal time and he wasn't sure which one would win out so he released her and paced away.

He spun back around to face her after a few seconds of silence. "Why ignore my warnings?" he asked belligerently. "Huh?"

"It's none of your business," she screamed, throwing her hands out toward him.

He went flying backwards, slamming into the wall behind him with more force than Buffy could throw him on her best night. Chunks of broken and cracked concrete rained down on him as he dropped to his side on the floor. Dust swirled around the dark interior, choking him with the chalky, sour, acridness of concrete.

Willow stalked toward him, holding her hands out in preparation for another assault. He slowly got to one knee, bracing his weight with his hands. Every inch of skin, bone, and muscle itched for him to jump to his feet and grab her, throw against a wall as she'd done with him. To hit her. Something-anything-to get rid of the upset roiling inside of him.

Instead, he looked up at her, carefully studying her face before rising fluidly to his feet.

She jerked back stiffly, her eyes widening minutely. She was afraid of him? Of him! After she'd just thrown him across a bloody crypt without coming near him, the bloody bitch was afraid of him... no, maybe it wasn't fear for her safety that was driving her back... he could see the turmoil in her eyes. Turmoil she was doing her hardest to mask. He laughed bitterly and without humor. "Yeah," he said quietly, "I can see just how 'fine' you are."

She blinked in confusion and her eyes slowly faded back to green. Tight-lipped, she stepped past him, yanking the door open. Sparing him not a glance, she went to Xander to wake him up. "Better wake up Buffy, she'll be suspicious if you don't fawn over her."

Fisting his hands at his sides, he dusted himself off and left the crypt behind. He had his answers. As far as he was concerned, Willow knew about Buffy, about the sex, about... everything. And he knew about Rack. He hoped the bastard was having a grand time tonight, because it would be his last.

Kneeling beside Buffy, he glanced down at her peaceful face before tapping her cheek a few times. She moaned and shifted, stretching languidly.

Tossing a glance over his shoulder at Willow as Xander snorted into wakefulness, he watched her smile and chuckle, playing 'fine' for the troops. She looked over at him just as Buffy moaned his name and rolled onto her side. Spike sighed, glaring down at Buffy.

"Buffy," he growled, having no patience for tenderness and secrets. "Wake up." Shaking her shoulder, he waited until her eyes fluttered open and she got a nice, panic-filled look around her.

Climbing to his feet, he moved back, away from Buffy, away from Willow. Away from the whole lot of them. Lighting a much-needed cigarette, he sat on a headstone and worked his neck back and forth, cracking it a few times.

"What happened?" Buffy asked with a yawn, pushing herself to her feet. Her eyes landed on him very briefly before sliding away. "I feel-"

"Well rested," Xander interjected, rubbing his face with his hands. He yawned widely and loudly, shaking himself like a wet dog. "Tell me I didn't just fall asleep during a demon attack," he muttered.

"You did," Willow told him, gesturing to Buffy as well. "Both of you actually." She watched Xander retrieve his sword, explaining as they stretched and woke up. "It was on the ceiling in the crypt. When Spike went in there, it dropped on him, knocking him out."

"Is everyone okay?" Buffy asked, looking at the three of them in turn.

Her eyes breezed right over him, but for once, he didn't care about her lack of caring. Or her pretending not to care.

"Willow, why are you covered in... what is that?" Buffy asked, squinting in the darkness.

"Demon blood," Willow answered, ignoring the previous question completely. "I killed the Yipral. Uh, I was doing the binding spell when it did the sleeping thing on you guys..." she shrugged, looking apologetic, "I guess that's why it didn't work on me."

"You killed it?" Buffy asked in surprise. She looked around the clearing with a frown. "Did it do the goo thing?"

Willow ducked her head down, biting her lip. "No. Uh, no, it's," she nodded her head to the west, "they're over there."

"They?" Xander repeated. "How many were there? And why aren't you the Slayer?" He glanced at Buffy with a frown. "Didn't Giles say this guy was tough?"

Buffy nodded, bending down to pick up a stake from the grass at her feet. "Yeah, he did. Magick, Will?" she asked absently, searching the ground with irritation. "Where the heck is my axe?"

Spike gestured to the other side of the crypt with his cigarette. "Look, kiddies. The demon put you both to sleep, knocked me out, chased Willow, she killed it-and the baby inside it-and then we came back here. Can we get on with our lives now?"

Buffy looked up from where she'd been retrieving her axe. "Baby?" both she and Xander said together, turning to Willow.

"Oh, Willow, are you okay?" Buffy asked in concern, heading in her friend's direction.

Willow nodded, smiling, faking her way through yet another conversation. She was getting good at that. "I'm fine," she told them, and then stopped with a frown, seeing their raised eyebrows. "I- I mean, not fine-fine, but not, you know, freaking out or anything. Really."

Spike scoffed silently, looking away from her. "Great, now that the witch has been psychologically examined, can we go? I have things to do. People to kill."

"You mean demons to kill," Xander corrected. "Don't mistake the two, they're not the same thing."

Not taking the bait for once, Spike nodded, tossing his cigarette to the grass. "Right, demons. Can't mistake the two." Striding purposefully in the direction of the entrance, he tossed a single glance Willow's way, and then strode past her.

"Um, S- Spike," Buffy called after him. "Um..."

Spike stopped, but didn't turn around. "What?"

"Guys, why don't you head home?" she said quickly. "Spike and I still need to patrol. So... I'll see you later."

Spike spun around, a denial already on his lips as she ran to catch up with him. Willow's eyes narrowed on Buffy as she joined him.

"Uh, you know, Slayer... I really have to... uh-" at a loss as to what to say without giving away his intentions to Willow, he looked around for an excuse. Catching Xander's yawn, he snagged on it. "I should see the kiddies home, yeah? Obviously Xander can't protect them." Gesturing to Xander and Willow, he scoffed at them. "They're meals on wheels out there, so..." he stared at her pointedly, hoping she'd take the hint and let him go, but she didn't.

Frowning at her friends, she looked them over. Xander and Willow both stood straighter, though for very different reasons. "You guys need an escort?" she asked.

"No," Xander said, offended by the implication, true as it was. "We're good. Aren't we, Will?"

"Absolutely," Willow agreed, her eyes solely on Spike. "Go on, Spike. Patrol with Buffy." She grabbed Xander's arm and dragged him with her. As she passed Spike and Buffy, she said snidely, "Have... lots of fun."

Spike sighed heavily. Tossing Buffy a scathing glance as Xander and Willow disappeared into the night. And let's have a hand for the Slayer for once again bollixing everything up, thank you very much

 

********

 

Willow clenched her fists, spinning from the alley with a grunt of frustration. Where the hell had Rack's place gone? Emerging from the alley, she stopped where she was, forcing herself to calm down and reach out with her senses. Closing her eyes, she allowed everything to touch her, people, demons, every living thing in town, living and un-living. Good and evil. Man and woman.

As she stretched her senses out, further and further, she finally felt it. A slight tug on her magick, pulling her toward it, drawing her in. Sighing in relief, she followed the feelings. A mile away, she found it. Rack's place.

Striding straight up to the brick wall, she shoved her hand through the barrier and stepped through. Going through this time was a little bit harder, due to the brick wall, but she made it easily enough. As before, there was a roomful of people, all looking like they belonged in a crack house.

I am nothing like them, she thought in disgust, watching as a small girl with stringy black hair scratched repeatedly at her forearm, drawing blood from the scrapes. Her eyes, rimmed in darkness, lifted to Willow's when she noticed her watching. She stared apathetically back at Willow, blinking every few seconds.

Glad that she'd taken the time to run home and shower again, erasing all traces of demon blood from her body, removing herself as far from these people as possible, she shrugged mentally, sliding her eyes from the girl. She was nothing like them. At all.

Heading to the door across the room, she took a deep breath and lifted her hand to knock, barely brushing her knuckles against the filthy aged wood before it flew open. Jumping back slightly in surprise, she looked through the doorway as the hinges creaked, revealing Rack inside, sitting on the couch, alone.

"Come in," he told her, lifting his head and brushing his hair out of his face.

She swallowed a few times, uncertain all of a sudden. Inside her, there was a churning need for her to go to him, a pull that wasn't being answered or satisfied by anything or anyone but him. Her magick was calling to him, and he'd answered. There was no turning back now. Or possibly ever.

Taking another steadying breath, she stepped into the room and shut the door behind her.

He gave her a heavy-lidded look, smiling at her with lazy familiarity as she walked toward him. She could already feel the waves of magick flowing from him, dark and slithering. She shivered with desire as it buffeted her, remembering the feel of his hands on her body. How he had taken a tour of her very being while screwing her until she was boneless with pleasure. He'd poked around in all those dark recesses of her mind, examining her innermost desires, rifling through her darkest secrets. She'd felt his mind inside hers while his hands caressed her body. Every now and then, something had given him particular delight and he'd thrust into her with increased ardor.

She remembered all of that and tried to look at him dispassionately, but it was impossible. This man knew her, really knew her. The rest of them thought they did, but they didn't. Not like Rack did. There was no need for subterfuge with him, and that both comforted and aroused her.

Realizing she'd been holding her breath since entering the room, she released a shuddering sigh.

He gracefully unwound his lanky body from the sofa and strode over to her. The walls of the room were disappearing as the magick flowed between them, filling her up inside, slithering through her body. But she didn't care.

He placed his hands on her hips, pulling her to him, pressing his erection into her belly.

"Back for another taste, I see," he whispered before kissing her. Flooded with equal parts magic and desire, Willow's mouth opened to his insistent tongue, and she wound her arms around him as she pressed her body tightly against his. She could feel laughter rumbling inside him, and felt a flash of irritation that disappeared quickly as the magick pulsated throughout her body, making her knees weak.

The room had long since melted away, replaced by a cool forest glade. The air was still and warm, with the muffled sounds of birds and insects in the distance.

He shifted his hands under her thighs and hoisted her up around his waist. Willow moaned at the increased friction, as he backed her up against a spruce tree. With one hand he reached under her skirt, smoothly removed her panties, and trailed his thumb up her thigh. She wanted to stop him, to shudder in disgust, but ended up shuddering in pleasure instead as he went higher, then inside. Almost mindless with rapture, Willow suddenly felt a chill as he also prodded into her memories, tapping into the anguish she'd felt when Oz left.

"Look at me," he commanded. Unable to disobey, she opened her eyes and saw... Oz. But the eyes... the eyes still belonged to Rack. He plunged into her, impossibly huge and hard, his pleasure heightened by her misery and confusion. As she watched, he threw his head back and howled like a wolf, shaking with laughter he was no longer able to contain. Willow closed her eyes in self-loathing as her body continued to respond to his touch. Hiding her face in the crook of his neck, she lost all control and fell over the edge.

This time when he pulled out of her, there was nothing to break her fall.

Willow landed face down on the floor again. Shoving herself slowly to her feet, she spotted Rack across the room, exactly where she'd first seen him when she entered the room. He hadn't moved at all. Relief flooded through her as dizziness swept over her. Her eyes closed, and she gave herself up to being swept across town.

When next she opened her eyes she found herself lying on her stomach in the alley. Rack's place was gone, but night was still covering the town. Wrinkling her nose in disgust, she was grateful for the darkness because it kept her from knowing exactly what she was lying in. Gave her no clue what the sticky stuff on her hands was.

Pushing herself to her knees with a groan of discomfort, she hastily wiped her hands on her tan skirt, looking around her. Wetness had seeped into the front of her blue blouse and was currently dripping onto her thighs in cold drops, soaking into the thick fabric of her skirt.

A shiver worked its way through her cold body. Feeling like a block of ice, even in the warm night, she wrapped her arms around herself rubbing her hands up and down the loose sleeves of her blouse. A breeze blew through the narrow alley, bringing with it more smells and sounds than she was comfortable with.

Jumping to her feet, she took off running toward home.

 

********

 

Spike sighed in frustration and dropped to a headstone. "I'm not sleeping with you," he told Buffy's back.

She grabbed the vampire she was fighting by the lapels of his suit coat and spun him around so that she could face Spike. "What?" she asked in surprise. Punching the vampire in the face, sending him reeling back a few feet, she stalked after it. "I'm a little busy here, Spike, could we talk about this, oh say... later?" she ground out sarcastically.

Spike shrugged, watching the two beat the bloody hell out of each other. "Need a hand?" he asked conversationally.

She kicked the vampire in the face with a grunt. Following him as he flew over a headstone, she jumped on him, straddling his waist. A stake appeared in her hands and then dust flew by on the breeze. "Nope," she answered, brushing her hands off as she got to her feet. Turning to him with a glare, she stuck her stake back into... wherever she'd pulled it from. "Appropriate conversations during a life or death struggle do not include our sex life."

Resting his hands on his thighs, he pushed himself to his feet with another sigh. "We never had a sex life. We had a few quick shags when the urge hit us."

"Oh, yeah," she said, "speaking of which-" her fist shot out, catching him in the jaw. "That's for telling Willow about us. I specifically told you to never mention it to anyone. Ever."

"Me?" he asked in disbelief, rubbing his jaw as he worked it back and forth. Touching his bleeding lip with his tongue, he checked for damage. "I didn't tell her a bloody thing," he ground out.

"Well, she knew," Buffy said angrily. "She said you'd talked to her recently- and since when do you talk to Willow at all? You just felt like you had to tell her I was sleeping with you?" Rolling her eyes when he only stared back at her, she rubbed her hand over her chest in much the same manner as Willow had in the crypt earlier. "I think she also knows about this." Lowering the collar of shirt, she examined the bitemark there.

Spike closed his eyes with a groan.


	5. Fading

**Summary for the Chapter:**

> Spike and Willow each pay Rack a visit, for very different reasons.

**Notes for the Chapter:**

>  **Title:** Fading  
>  **Disclaimer:** I own the plot, and nothing else. Mutant Enemy, Joss Whedon and a whole lot of other people own the show Buffy the Vampire Slayer and the characters contained herein.  
>  **Rating:** R  
>  **Summary:** Spike and Willow each pay Rack a visit, for very different reasons.  
>  **A/N:** In this story, Smashed has happened, but only part of it. Buffy and Spike did bring the house down, but Amy was not de-ratted yet, so, no Bronze magic stuff for Willow and Amy. This takes place a few weeks after Smashed, but is completely AU after that episode. Willow and Tara have been broken up for weeks, and Buffy and Spike have been having sex for weeks, Giles is still in Sunnydale, and I think that's everything.

Spike turned to walk away from Buffy, knowing for sure now that Willow knew about him and Buffy. Of the sex and the biting and... closing his eyes, he rubbed his forehead, feeling a headache coming on. Why had he slept with Buffy that night? The very night he declared his love for Willow; how could he have stooped so low? And why hadn't he just been honest afterwards? Told Willow that he'd had sex with Buffy. And that he didn't know what possessed him but that he was sorry, oh so very sorry.

Now Willow felt betrayed, and he had to go find her.

"Spike," Buffy called, running after him and grabbing his arm, halting him just outside the cemetery entrance. "We have to talk about this. I said Willow knows."

"I heard you the first time," he ground out, yanking his arm free of her touch. His eyes traveled over her face, taking in the irate glance she tossed his way, the clenched fists by her sides, the pursed lips. "I bloody well didn't tell her anything."

"Why were you talking to her at all? She's my friend, not yours. I love her," she said, pointing at herself, "you kidnap and try to kill her." She moved forward threateningly. "Stay away from Willow."

He sighed heavily, deciding the truth was going to come out sooner or later; it might as well be sooner. "No. No, I won't stay away from her. In fact, Buffy, I intend to see her a lot."

Buffy's hands shot out, grabbing his lapels and dragging him closer to her. "Touch her," she breathed, "and I'll kill you."

He effortlessly knocked her hands from him and shoved his own hands through his hair. Well, here it went. Full speed ahead for the truth. He inhaled deeply and then let his breath out in a rush. "I love her. I'm in love with her," he specified.

She burst out laughing, her grin widening at his scornful look. "That's-" she giggled, "that's funny, Spike. Who next? Anya? Or, no... Xander, right?" Straightening up with a roll of her eyes, she pushed past him. "Whatever this game is, it's getting old. And it's not accomplishing anything."

"I love Willow," he repeated in a louder tone. "And I don't care whether you believe me or not. But I'd appreciate it if you kept our past sexual exploits to yourself from now on." He stalked after her, passing by with a scowl. "She's got enough problems right now."

Buffy slowed to a stop, her eyes following him as he stopped and turned to look at her. "You're lying," she accused, as if she just couldn't believe otherwise. "You're lying." Her fist shot out, catching him in the jaw. Again. Bloody hell.

"Yeah, not so much," he told her, grabbing her arms and shoving her away from him. "I'm not in love with you." Leaning in close to her face, he took great delight in telling her, "I never loved you. Seems those monks didn't completely trust you to keep Dawn out of Glory's hands, so they screwed with my memories, made me think I was in love with you, but I'm remembering." He raised his hand to his head, gesturing to himself. "The memories they gave me of loving you, weren't of you. They were of Willow." He shrugged, standing straighter. "It was always Willow. My love for you was an illusion."

She didn't look like she believed him. Big surprise. Her eyes stayed narrowed on him, her forehead furrowing in lines of bafflement and her head tilting to the side just a bit, as if she were trying to figure him out. To understand why he was lying to her, what his purpose was in doing it. "Liar," she whispered.

The last remnants of his obsession with Buffy left him in that moment and an unusual lightness lifted his lips into a smile that, by all accounts, could be called a sneer. "But, hey, the sex was great." He laughed, walking away from her, expecting her to dive on him from behind. To throw a stake at him, planting it firmly in his back, piercing his heart.

But when he looked back at her, she was still standing there, hands held loosely at her sides, a lost look on her face.

Time to find Rack and kill the bastard.  
Willow listened to the empty house, grateful for the silence. She was just as empty, but it was far from quiet in her head. Quite noisy, in fact. The magick was swirling around her body and mind, making itself known in every aching muscle and every sore joint. And some not-so-nice thoughts. Along with a few feelings that were no good at all. Definitely not worth ruminating over. Nope, certainly didn't want to do that.

Didn't want to waste time thinking about Spike. Or Buffy. Tara... Rack... how hollow and disgusting she felt at what she was doing with the warlock. He fed her magick, gave her something that she couldn't describe in the most basic of terms, and yet he took from her as well. Her body was sore and tired from her most recent encounter with him. Bruises lined her shoulders and arms as well as her thighs, and she wasn't sure why.

The things he did to her, those were all in her mind, right?

And why had she ended up alone in the alley this time, rather than journeying safely home? She'd fallen to the street, she was sure of it; that had to explain the bruises.

Still, her heart was thumping in her chest and her mind was her own, so, really, did she have any right to complain? No. Like parents everywhere pointed out, there were always people worse off. There were starving kids in Africa, who... sighing, she rolled over, facing the window.

She'd intended to go to classes today, but she couldn't seem to find the energy to do more than just lie there and stare at the walls and ceiling. After running home and showering, she'd fixed herself something to eat and picked at it, managing no more than a few bites before throwing the sandwich in the trash. Upstairs, she'd dressed and then laid down on the bed and hadn't gotten up since.

She'd slept a little here, a little there, but mostly she stared at the walls. Her dreams were filled with images of Rack as a werewolf, chasing her through the back streets and alleys of a darkened Sunnydale, so she tried to stay awake. Her tired eyes quite often drifted shut, and she'd startle herself out of another nightmare.

She'd been fighting the urge to sleep for ten hours now. It was now late afternoon, when most normal kids were out of school and on their way home.

Talking with their friends. Enjoying the warm sun and the bright daylight.

Sighing again, she stared at the wallpaper. If she squinted just so and tilted her head a bit, the pattern looked like little bunny rabbits. Probably hopping home to their bunny families. And their little bunny kids.

Her hair, loose and unkempt, fell across her cheek. She hardly noticed. Her entire attention was on the wallpaper. She flicked her hand toward the wall, watching as a cartoon bunny formed and hopped away. A ghost of a smile graced her lips before disappearing along with the bunny.

Rolling onto her back, she blew the strands of hair out of her eyes and traced the cracks along the ceiling with her eyes. There were three, one big one with two smaller ones branching off from it. In happier times she'd stared at that ceiling while Tara kissed her way up her body. Traced her hands along Willow's thighs. Moved her hands along-

"Go away," she muttered angrily, flipping onto her side with a huff.

She looked up and saw Dawn standing in the doorway with her hand raised to knock on the open door. Her eyes widened at Willow and her brows dipped down into a frown. "Oh, sorry," she mumbled snootily, dropping her hand and turning to go.

Willow sat up quickly. "No, Dawn, I was talking to myself, not you." Seeing Dawn pause in the hallway, but not turn to face her yet, she sighed. "I- I wanted my memories to go away and leave me alone." Crossing her legs under her, she tucked her hair behind her ears, dragging her hands down the strands and holding the ends against her neck. "They won't shut up."

Dawn turned slowly, her eyes landing on Willow's, but she remained silent, staying where she was for the moment.

Willow knew this was going to be hard; apologizing to Dawn was always difficult. The girl had too much attitude and not enough common sense at times. She was a teenager. Hormones were fluctuating, things were growing, it was a difficult time for anyone, but when you added 'mystical key' to that mix as well... things got a little more volatile and interesting. Sometimes, there was yelling and then the inevitable apologizing.

She waved the girl in, smiling a bit ruefully. "I wanted to apologize to you."

Dawn stared at her for a second longer before walking stiffly into the room, looking extremely put upon. She sat on the bench at the dressing table, her back completely straight, her head held high. "Really?" she asked haughtily.

Willow ignored Dawn's tone and explained, "What I said the other night. It was my stuff, and I was upset. I saw something..." Something being a nice big bite mark on Buffy's breast made by Spike. Rolling her eyes at the path of her thoughts, she sighed and patted the mattress beside her. Dawn shook her head, crossing her arms over her chest. "I shouldn't have snapped at you. I shouldn't have said anything."

Dawn nodded regally, dropping her arms and smiling in relief. She joined Willow on the bed and sat with a bounce.

Willow's stomach flip-flopped.

"Okay," Dawn said. "Apology accepted." She groaned with a chuckle. "Geez, I'm so glad that's over."

Willow frowned at her, hating the awful thoughts going through her mind at that moment. Thoughts of Dawn being a spoiled little brat. But really... she was. "Dawnie," she said slowly, "I'm not sorry about what I said, because, let's face it: It's the truth. I'm just sorry that I said it when I was angry rather than sitting down and telling you to please adjust your attitude because it has sucked lately."

Dawn stared at her with wide, shocked eyes, her mouth twisting into a thin line, then pursing into a pout. "I- well, you're..." she sputtered, climbing angrily to her feet. She stood looking down at Willow, her arms once again going across her chest.

Willow closed her eyes as the bed bounced beneath her, forcing a wave of nausea to roil in her stomach, rising into her throat. Biting back the bile, she swallowed thickly, reaching out a hand to steady herself.

"Willow," Dawn said, sounding more worried than angry now, "are you okay? You look... are you going to puke?" She took a step back, out of the path of possible projectile vomiting.

Willow shook her head slowly, careful not to upset her stomach even more. "I think I'm good. For now." She opened her eyes and raised them to Dawn's frowning face. "I'm sorry. Things are so screwed up right now... you have no idea."

"Tell me," Dawn implored, kneeling on the floor in front of the bed. "Please. No one ever tells me anything. That's one reason why I'm always a little cranky, I think." She smiled in self-deprecation. "Everyone treats me like I'm six instead of sixteen."

Willow nodded, knowing Dawn was right. They did treat her like a kid rather than a teenager. At her age, most of them had already gone up against vampires and demons and survived. They were trying to protect her, but it was impossible. No matter what they did, people died. That was life. "I saw Tara the other day. At school, she was... she was with someone else. A girl someone else."

Dawn shook her head, her smile returning. "So? She loves you, Willow. I know she does. That other girl was probably just a friend. I mean, how do you know she's more than that?" She tilted her head to the side, shrugging a little. "You don't."

"I do," Willow insisted. "She was... well, they were close. Real close, and... it doesn't matter. I get the message. We're over. Finis. Complete. Ended." She sighed, staring past Dawn's shoulder. "This hurts so much, and everything is just... sliding further and further out of control. I can't even-" she exhaled sharply, turning her eyes back to Dawn. "Do you remember when you told me about Buffy pushing you on the swings when you were kids? You said she pushed you really high, and you felt like you were out of control. Everything was so wild, and yet you couldn't tell Buffy to stop because you were enjoying it too much, even though-"

"Um, sorry," Dawn interrupted, raising her hand a little in confusion, "but, uh... not that the analogy's not right or anything, I guess, but what are you talking about?"

"Oh, sorry." Okay, more specific without being too specific. She could do that. "Um, well, I feel like you did that day because of Tara and the magick and Spike and- uh, I- I mean, 'cause of the... there are just things going on and I feel like I'm on that swing, unable to stop, swinging wild and free and not completely in a good way-"

"And again," Dawn said apologetically, "I'm clueless here. Buffy and I never..." she frowned, thinking back. "We didn't- there was no swing incident."

Willow's eyes shot to Dawn's. "Not really wanting the funny right now."

"I'm not trying to be funny. I'm serious." Smoothing a loose strand of her hair back, she slid her hands between her knees. "Are you sure that was me, and not you? 'Cause I don't remember ever being on the swings with Buffy pushing me."

Willow sat up straighter, moving her feet out from under her. "You're serious? You really don't remember telling me that story when we went to visit Buffy's... grave?" Dawn's face remained blank, her eyes showing no recognition. "You wanted her to stop but you were afraid she'd make fun of you, so you kept telling her to push you higher... none of this is ringing a bell?"

She shook her head, not looking concerned in the slightest. In fact, she was looking at Willow like maybe she was afraid for her sanity.

"Um, Dawn," she said slowly, trying not to panic, and trying not to start Dawn panicking, "what's the first memory you have?"

Dawn rolled her eyes with a grin. "Oh well that's easy, it's..." she stopped, frowning as she thought about it. Her frown turned into a look of confusion. "I remember Buffy getting yelled at by Dad- he always accused Mom of making him look like the bad guy 'cause of how he was always yelling. Disciplining us, he called it. Anyway, Buffy stayed out too late and-"

"How old were you?" Willow asked quietly. If Buffy was being yelled at for staying out too late, that meant she was much older than Dawn's first memory should be.

Dawn's eyes widened as she started to realize something was wrong. She pushed herself back on her heels, searching her memories for something, anything. Lifting her fearful gaze Willow's way, she whispered, "Ten. I- I can't remember anything before that." She jumped to her feet, shaking her hands slightly in panic as she paced back and forth. "What's happening to me?"

Seeing Dawn so distraught, Willow pushed herself slowly to her feet and stood there shakily, swaying a little. "I think we should go see Giles." Her bruised body shouted in protest with every move she made, but she ignored it; Dawn was more important than her pain.

"Oh God," Dawn whispered, stopping her pacing long enough to face Willow. "That means it's bad."

Willow moved over to her, her steps slow, but gaining strength the more she moved. "No, honey, it just means that I don't know what's going on. It could be nothing. A demon, a spell..." she was lying and Dawn knew it. Dropping her eyes to the floor, she turned around and searched for her tennis shoes.

 

********

 

Spike paced back and forth in his crypt, waiting for the sun to go down. He'd spent all night searching for Rack's place, but came up empty. It just didn't seem to be out there.

He was a vampire, chip or no chip. He should be able to find the place with his eyes closed, just reach out with his senses and feel for it. Although, last night he'd been furious and concerned for Willow, so it was possible he'd blocked himself from finding it somehow.

The damn scuzzy rooms had eluded him.

As soon as the sun went down he was going out again. Kicking at a loose pile of concrete, he paced away, waving away the dust he'd kicked up.

He was surprised Buffy wasn't there, trying to stake him. She knew. She knew the truth and she hadn't done anything. Of course, he'd been gone by the time she came out of her shocked stupor. But she knew where he lived.

Dropping onto his chair with a sigh, he reached into his coat pocket and pulled out his pack of cigarettes. Fishing one out, he lit it, inhaling the smoke into his lungs as he remembered the look on Buffy's face when he admitted his love for her was an illusion. A false memory planted by a gaggle of monks in order to protect Dawn.

Disbelief. Wide-eyed disbelief followed by denial.

It wasn't as satisfying as he'd thought it would be. Somehow he'd ended up caring for her because of the monks, but he didn't care about her as a person... personally. Or something like that anyway. It made no sense when thought through, but that's how it was these days.

Everything was a jumble of feelings felt and not felt. Thoughts imagined and not imagined. He didn't love Buffy, wasn't in love with her, and yet he was. Or used to be.

The fog had finally cleared, though. Willow was the one he wanted, and it was possible he'd lost her forever because he'd betrayed her.

Was she even safe? Right now, was she at home, safe and sound, or at Rack's, a half-dead shell of herself?

"Bloody hell!" He kicked angrily at his sarcophagus, watching as a chunk of marble broke off and went skidding across the floor, smacking into the step by the door where it broke into smaller pieces.

He knew exactly how that piece of marble felt.

 

********

 

What a difference a day makes, just twenty-four little... well, three hours actually. He'd grabbed a demon from Willy's and shoved it around town until it found Rack's place.

Wiping his hand free of the goo the demon had turned into after death, Spike took a deep breath and stared straight ahead. He was standing in front of Rack's place, which was squirreled away in a little alley by the docks, hidden from all but the most evil of creatures. Why then, was he unable to find the place on his own? More importantly, why did Willow have no such trouble?

The invisible shield surrounding the place tried its level best to hold him back as he walked into it, but he made it easily enough. With a shimmer of magick and the sensation of walking through sludge, he made it into the well-lit waiting room Rack had set up for his most elite of customers.

Torn, stained, and ripped-up furniture lined the walls, providing seating for the strung-out men and women dependent on Rack and his unique drug. Magickal heroin. Beat the real stuff, made a person feel godlike.

At the moment, the room only held two people. One was a skinny, Calista-Flockhart-lookalike with more points to her than a triangle. Her hair was long and straight, hanging limply around her head and down her back, the black color of it faded to a dull, grayish color, looking like an old pair of used black jeans. She was young, but he wasn't sure how exactly he knew that since she looked old enough to be Joyce's sister. In reality, she was probably closer to Willow's age.

A sinking feeling thudded in the bottom of his stomach as he imagined Willow turning into that. No life, no vitality, no energy of any kind except the need to have more. More of her life and her magick taken from her by Rack.

The other occupant was a man sitting on the opposite side of the room from the girl. He was somewhere in his thirties, his shoulder-length, dirty-blonde hair and scruffy face still making him look younger than the girl. He was definitely healthier. His skin was still stretchy and a healthy color, while hers was old and paper-y, and chalky white.

The man, judging by the way he was eyeing Spike, wasn't hooked enough to have lost interest in the most fundamental desires: Sex.

"Hey, man," the guy said, pushing himself to his feet. He swayed across the room, trying to look enticing and sexy, but coming off more like a drunk in a china shop. His hair flopped over his forehead as he approached, and he used both hands to shove it back from his face, sticking one hip out as he stood before Spike. "Wanna do a double? Rack doesn't mind."

Spike pushed past the man, shoving him to the side with a mere twinge of pain, and strode across the room to the sole door. Twisting the doorknob fiercely, he started to yank it open when a hand slid seductively down his back.

"You're sexy, you know that?" The guy's voice, too effeminate to be believed, lowered in an attempt to be lusty.

Spike let go of the doorknob and shook the hand from his back. "Hands off, mate," he growled, vamping out and snarling over his shoulder.

The man took an unhurried step back, holding both hands up with a chuckle to show he wasn't a threat. His eyes slid just as slowly down Spike's chest as his hand had down Spike's back. The amused smile on his lips matched his innocent shrug. "You're not into threesomes, that's fine." He winked and curled his mouth up into a sensuous smile. "I'll get my kicks elsewhere."

"You do that," Spike growled, resisting the urge to shudder. The man was just... dirty. His hair could use a comb-through, his clothes a nice washing. And a bath wouldn't be amiss.

Keeping his vamp face on, he shoved the door open, and went into the room. Rack was the sole occupant; a greasy, longhaired freak who'd touched and corrupted Willow. Had his filthy hands all over her body. Shoved those same hands into her mind and her soul.

Growling fiercely, he strode into the room, slamming the door behind him. The cheap wooden door rattled in its frame, the sound fading after a few seconds. Silence descended as Spike eyed the bastard that was using Willow like an old rag.

Not so tough looking. And half-drugged on magick. Probably couldn't think his way out of a paper bag. "We're going to have a little chat," Spike said, his voice low and raspy from the effort it took to control himself.

Rack looked over at him lazily from his perch on the arm of the threadbare couch in the middle of the room. "Ah," he said loftily, "the vampire appears." He gestured to the door behind Spike, his fingers artfully stretching out to point out something behind him.

Amy. He could smell her now. He hadn't before because he'd been so focused on Rack. All his attention had been on the man, the puny human, sitting in front of him as if he were a king holding court.

But now, he smelled Amy. She smelled like fear, sweat, and betrayal. The stench of it was radiating behind him. How he'd missed it before, he didn't know. It was so strong. So... disgusting. Not only did she stink of fear, but also of arousal.

He kept his back to her, knowing she was approaching by the growing odors, and the movement of Rack's eyes following her.

A deep, rich laugh escaped her as she moved up beside Spike, before circling around him, studying him like a lab rat.

Funny that, being as she was the rat.

"Like I said, we're gonna chat," he told Rack, ignoring Amy as she stared at him, circling in a restless manner. Her hand reached out to touch his shoulder, then slid along his right hip, trailing to a stop on the button of his jeans. He snarled and growled at her, hoping to scare her away, but she only bit her lower lip in excitement, her eyes widening at his display.

She turned to Rack, grinning and clapping her hands excitedly. "Oh, can I keep him?" she trilled, hopping up and down a few times.

Rack smiled complaisantly at Amy, shrugging offhandedly at Spike as if to say, 'what're you gonna do?' "She tells me you're a friend of Willow's." He placed his hands on his thighs and stood up with a sigh, sounding weary. "That girl tastes like strawberries," he confided, smiling when Spike growled. He skirted the coffee table to stand in front of Spike, looking him over in much the same manner as Amy had. "She's got just the most..." he paused, drawing in a breath, searching for the right word before finally settling on, "luscious taste to her. Mmm!" His eyes narrowed in amusement, enjoying the effect he was having on Spike. "And the cream," he exclaimed dramatically, like a chef describing the flavor of a particularly tasty dish.

Spike's hands shot out, fisting in the material of Rack's shirt and vest, yanking him closer so they were face to face. His teeth were so close to Rack, all he'd have to do to taste him was open his mouth and bite down. But-

"Ah-ah, you can't bite," Rack taunted, his grin widening when Spike shoved him away from him. "Amy," he called, holding his hand out to her as she circled Spike once again. His eyes fell on her, his smile turning seductive. "I think you've earned a bonus."

"Really?" she asked, her voice shaking slightly, as if she just couldn't believe what he was saying. "Oh, Rack, that's- thank you, so much." She circled around, taking Rack's hand and sidling up next to him, plastering her body against his. "Can we do it now? 'Cause, uh... I'm really jonesing, ya know?" She shoved a shaking hand through her hair.

"Not now, Amy," Rack said tightly, shoving her away from him. "I'm a little busy." He stepped closer to Spike, looking him up and down like an oddity at a sideshow carnival. "What wonderful marvels the world has created, hmm?" His hand lifted, hovering near Spike's forehead, but not touching. "I'll bet I could take it out," he said thoughtfully. "Or disable it. It's just... a piece of plastic after all."

Spike stared at Rack, trying not to hear him. Not to listen to the whispering voice in the back of his mind that told him to fall on his knees and beg Rack to disable the chip. "For a price, of course," Spike managed to get out. If he got the chip out or at least had it disabled, then he'd be free. Of this town, of this life he was barely living.

He could turn Willow. Take her with him somewhere so that Buffy couldn't kill her. But, that wouldn't work. He'd need her friends to give her soul back.

If he wanted her soul.

Did he want that? He also loved the soul, didn't he? Not just the memories and the thoughts and the body. He loved Willow, all of her- mind, body and soul.

To tell the truth, he wasn't sure.

Rack eyed Spike like he'd said something idiotic, and shrugged a shoulder, moving slowly back to the couch. "I want the girl." He sat down, lounging back against the torn cushions, but looking like he was on the finest velvet settee in all of London. "She's special. Has enough power to keep me... satisfied for months."

And that ended the discussion right there. Spike smiled affably while seething inside. Stepping forward, he kicked the coffee table out of his way and continued moving in on Rack. "Not a chance in hell," he snarled, punching Rack in the jaw. Rearing back in pain, he grabbed Rack's dirty white shirt, and hauled him to his feet, getting in another punch before the chip sizzled his brain enough to disable him.

A shout of pain escaped him as he dropped to the floor, pressing the heels of his hands to his forehead, trying to hold back the excruciating pain.

"I told you he was helpless," Amy said, her voice sounding muffled and slow.

"Mmm," Rack agreed absently.

A hand touched his chest and pain shot through his whole body rather than just his head. There was a pushing feeling over his heart, like something was trying to move through his bone, skin, and organs.

He shoved at the hand, screaming in pain, forcing himself to open his eyes, to pay attention, to stop Rack from taking anything from him, but he couldn't see anything except darkness behind his closed eyelids. "Stop," he whispered hoarsely, falling forward.

As he drifted close to unconsciousness, he heard Rack laugh loudly, his rough voice grating on Spike's nerve endings, sending a chill through his already frozen body. "Wanna see why I like her so much?" Rack whispered close to Spike's ear, his hot breath tickling across Spike's skin causing a shudder of revulsion from him. "Take a look."

Spike tried to protest again, but he suddenly wasn't in the room anymore, he was in a glade. In the daylight. Scrabbling to his feet, he ran under the shade of a nearby tree, squinting up at the sun as he waited for it to light him up like a roman candle.

The pain from Rack's hand intruding on him was gone. Left behind was a dull ache that faded as he looked around, wondering where the hell he was.

Hearing a sound off to his right, he glanced over there, seeing nothing but more trees. Hefting his duster over his head, he ran that way, feeling the air change, and the temperature go down. Clouds covered the sun and the wind whipped up, tossing branches this way and that, stirring up the smell of roses. The roses faded into strawberries and dirt and rot the closer he got to the sound.

Behind a huge tree, under the overhanging branches, he came upon a man and a woman on a blanket on the grass. The man had his head between the woman's legs. She moaned in obvious pleasure as Spike circled around the tree trunk, knowing what he'd see.

Who he'd see.

Rack lifted his head from between Willow's legs, his face glistening, his lips twisting into a cruel smile as he looked over his shoulder at Spike.

Spike snarled and jumped on Rack, knocking him away from Willow. They rolled a few feet, and when Spike came to a stop, he was alone, but still in the glen, or whatever it was.

Sunshine kept him from going too far, but he was able to stay underneath branches as he searched for Willow, knowing she was nearby somewhere, with Rack.

Hearing moaning, he ran to his left. A tree appeared in front of him, stopping him dead in his tracks. They were standing up this time. Willow's legs were wrapped around Rack's waist as he shoved himself inside her.

Rack glanced over his shoulder again, his heavy-lidded stare and crooked smile sending fingers of hate up Spike's spine. "Bloody bastard," he ground out. "Get off her."

Rack continued to move inside Willow, making her moan and gasp and grab him tightly to her.

"Look at me," Rack ordered, talking to Willow, though he was looking at Spike.

Her eyes slid open, misery and pain written clearly on her face. She didn't want to be there, but she also didn't want him to stop.

When Rack threw his head back and howled, shaking with laughter, Willow closed her eyes, looking miserable. And then she came, and Spike was gone.

He woke up in an alley, but not the one he'd been in before, where he'd found Rack. This one was cleaner and had a familiar look to it. Pushing himself to his knees, wincing in anticipation of pain he was sure was going to tear through him, he settled his hand on the warm brick wall beside him. A last twinge of pain sparked in his head as he slowly pushed himself to his feet.

The physical pain was dull and fading quickly, but the agony of seeing Willow with Rack was still there, fresh and bloody, eating away at him with every step he took.

 

********

 

Dawn yanked the door to the shop open and hurried inside, rushing straight to the counter, where Giles was.

"Big, big badness," Dawn told Giles, glaring impatiently when he straightened up from where he was checking out the new arrival of something or other in a small brown box.

He glanced over the tops of his glasses at Dawn, raising an eyebrow at her, alternating his look between her and Willow who was slowly shuffling across the floor.

Willow, still wincing from the tinkling bell above the door, nodded and stood beside Dawn. The solemnity of her manner caught Giles' attention, and he quickly pushed his glasses up and then bent down to place his box under the counter.

"What is it? Is anyone hurt?" He checked to make sure the store was empty, which, it actually was for once, and moved around the counter to stand before them anxiously. "Willow, you look... ill. Are you-"

She waved her hand dismissively, shaking her head. "It's not me." Dropping her eyes to Dawn's worried face, she sighed and walked the ten feet to the round table, pulling a chair out. "Why don't you sit down while I fill Giles in?" she asked Dawn, smiling comfortingly, trying to alleviate a little of Dawn's fear.

As far as she could tell, Dawn had good reason to be worried. They had no clue what was going on and, thanks to Glory and her minions, there were no monks left to answer pressing questions about her or her memories.

Giles looked from one to the other again, his expression worried. He stayed silent, though she could see the need for answers on his face.

Dawn started to protest, and Willow was sure the impulse to do so was automatic. She crossed her arms over her chest and narrowed her eyes, her mouth thinning into a furious scowl, but one look from Willow and she dropped the defensive stance, sighing as she sank into the chair.

"Fine. Go have a secret meeting about me." She grabbed a book from the other side of the table and opened it. The spine creaked and protested as she flipped through the pages.

Giles reached over Dawn's shoulder, gently closing the book and taking it with him behind the counter. "Books you can look at are over there," he told her, pointing to the spot in the far corner that he always pointed out to her. "Please be careful with them, unless you'd like to buy them." He tossed her a small smile and then motioned for Willow to join him.

Dawn sighed and went to the book section of the store, squinting at the titles as she searched for something to hold her interest.

Willow moved behind the counter with Giles, tossing a quick look over at Dawn. "She's losing her memories. I- I think it has something to do with the monks and the spell they cast."

"Why would you think that?" he asked, frowning at her. "As the demons have just recently reminded us and," he glanced her way a little uncomfortably, "you yourself... more than monks can play with our memories."

"I know, and I thought about that too, but-" she stopped, hating that she had to tell Giles even a little about Spike and his newfound memories. It really wasn't anyone's business but theirs. Her shame for believing him ate at her every minute of every day, squirming inside her, keeping her constantly aware of how stupid she'd been to believe him.

"Willow?" Giles' eyebrows raised as he peered over his glasses at her.

Clearing her throat, she shifted from one foot to the other, glancing past Giles to the doorway behind him, wanting to leave, to be anywhere but here. "Dawn's not the only one," she said slowly, sliding her eyes to his again, hoping he didn't ask her what she meant, but of course he did.

"You-" Giles began, halting when she shook her head. "Buffy?" he tried again.

"No. No, it's... it's Spike." She sighed at the immediate stiffening of Giles' entire body. He couldn't stand Spike; that much was obvious from the constant looks of distaste and the insults the two of them exchanged daily, but it almost seemed like pure hatred in Giles' eyes.

Looking down, away from his currently curious, but soon to be disapproving, eyes, she shifted again. She was restless, itching for- something. Something? She scoffed to herself, you know damn well what you're itching for. Rack. Tonight, though, she wasn't going to give in.

She could resist if she wanted to. It wasn't like she was addicted to it, ready to run to Rack at the will of her cravings.

"Willow?" Giles took her arm, drawing her a little farther out of earshot of Dawn. "Are you sure you're all right? You seem... well, very restless and anxious." His concern was sweet and touching, and she was all melty inside because of it, but she was also irritated at him for constantly asking her how she felt.

"I'm fine," she all but snapped, sliding her arm free of his touch. His fingers were making her bare skin tingle in an annoying way, like acid eating at her flesh. Overdramatic much? She needed to get this over and done with as soon as possible because the cravings were growing stronger by the second, and she wanted to get home, to be safe in bed or close to the shower by the time it hit full force. "He, uh... Spike, I mean, well, that night I did the spell to see if the Gregarious demon had done something to us?"

Giles nodded, his eyes narrowing on the edge of suspicion. "Yes?"

"I was in the back when Spike came by." Her voice was low, and she darted a look toward Dawn, not wanting her to hear this part. "He said he remembered some things that he'd forgotten, or that were... well, he says they were changed by the monks, but-"

"You're not sure?" he asked, then sighed in irritation. His hand raised again, rubbing at his forehead. "Willow, why didn't you tell me this before?"

Willow had the urge to tell Giles to chill out, or leave the Hellmouth, because really, if ya live on a Hellmouth, things are gonna keep ya guessing. Not everything was cut and dried and manageable. That was something she'd learned her first year of knowing about it.

But she kept her mouth shut and agreed with him, because, frankly, he was right.

"I know, and I'm sorry." She shrugged, not knowing what else to say. Maybe she should've said something about Spike and his memories but, then again, it was her right to keep it to herself. It involved her, after all, not his precious slayer.

Oo, a little bitterness perhaps? Could she be bitter towards Buffy? But why? She'd done nothing wrong, it wasn't her fault Spike had false memories of being in love with her. Nor was it Buffy's fault that he'd supposedly been in love with Willow all this time. And, further more, it was in no way Buffy's fault for sleeping with Spike.

Bull puckie. That was a big, steaming load of poop. Buffy absolutely was guilty of sleeping with Spike.

Guilty of doing so, yes, but not at fault. It's not like she'd known about Willow's... itty bitty feelings for Spike. Spike. It was all his fault. He declared his love for Willow, then slept with Buffy. What a liar. Plus, he bit Buffy.

What the hell was that about anyway?

"Um, Willow-" Giles called to her, once again having to interrupt her internal dialogue.

She snapped out of her nowhere thoughts and shook her head. "Look, Giles, to tell you the truth, he didn't want me to. And I..." she trailed off slowly, "told him I wouldn't."

Giles pulled his glasses off wearily. "You're too trusting, Willow." He rubbed his eyes with the hand his glasses were dangling from, and then put them back on, widening his eyes briefly, like he was trying to wake himself up. Inhaling deeply, he turned from her, glancing in Dawn's direction. "What did Spike remember?"

"You'll have to ask him." She scratched at her arm in irritation, feeling an itch move along her arm. When it didn't go away, only intensified, she frowned down at it. "Seriously, Giles, it's not my place to tell you. Even if I did believe him." She shrugged, dropping her arms to her sides when he continued to stare at her.

"Something wrong?" he asked, looking shrewdly-a little too shrewdly in her opinion-at her.

"Nope, except that you keep asking me that." Her sigh and eye roll didn't go unnoticed by him. She saw his eyes narrow and his mouth open, but she couldn't stand around here anymore. She needed to get back home or she'd be tempted to go to Rack.

As it was, she was starting to convince herself that it was okay to go to him. That it was okay to feel that good. That it was okay to let him take something away from her as he used her for his own needs, feeding hers and then throwing her away.

Uh-huh, sounded perfectly fine when she put it that way.

"I'm sorry, Willow," Giles said, sounding not at all apologetic as he rested the back of his right hand on his hip, squinting at her. "You don't look well. Haven't looked well since..." he frowned, dropping his hand as he stood straighter. "Did Spike do something to you? Is this in any way related to his sudden memory gain?"

"Nope, uh-uh, and not at all," she insisted. Giles just wasn't a person she felt she could confide in. If she confided in anyone, it would be Buffy- or not. Maybe Xander. Anya was a choice too. Dawn, maybe? "Talk to Spike, he'll fill you in on what's what."

The itching began again, creeping along her shoulders and down her back. She needed- Rack. Her skin felt warm and itchy, like fire ants were crawling underneath it. When she laid her hand, palm down, on her bare arm, rubbing it gently up and down, the pain went away, but not enough to feel relief.

Just enough to feel a small respite. Brushing past Giles, she felt a shockwave of pleasure tingle through her bones, along her nerve endings.

"Huh," she whispered to herself, staring at her arm. It was almost... pleasant feeling. She moved completely around Giles, skirting him and then the counter to get as far away from him as possible.

Giles watched her closely, frowning at her restless pacing and her twitchy manner. She couldn't seem to help it. It felt like electrodes were hooked to her, sending occasional jolts of electricity through her.

Definitely time to go now. It was dark, and growing later by the second. "I have to see Dawn home," she told Giles, rushing over to where Dawn sat on the floor, reading a book on the Tarot. She yanked Dawn up, causing her to drop the book with a startled yell.

"Hey," Dawn protested, "I was reading that." Bending over to pick up the book, which had landed open, face down, she sighed in irritation. "Scare the heck out of me, why don't ya?"

"Sorry," Willow mumbled, drawing Dawn to the door with her. "Giles, we've gotta go, um... you should check for-" she paused, trying to remember through the fog in her mind. Exactly what had they been talking about? The fog cleared a little, and she had a flash of insight. "Oh, the memory thing, right. Spells breaking down, or... ya know, something."

Dawn halted her desperate route toward the door and yanked Willow to a stop as well. "Wait a minute. 'Ya know, something'?" she repeated, her voice raising higher with each word. "That's it?" She stood casually, looking bored, doing an imitation of Willow with exaggerated movements and gestures. "Giles, do stuff and check things, but don't worry about it too much, it's only Dawn's possible life on the line here."

Willow looked back at Dawn in irritation. She needed to get home now. Home was where the hearth was. And the hearth allowed her to burn things involved in a spell. Tonight, she needed to do a spell to help fight the urge to go to Rack's, the need that was growing every second she stood there listening to Dawn complain. Again.

"Come on," she ground out, reaching over to grab Dawn's wrist. Tightening her fingers around the thin bone, fighting the urge to snap that bone, she dragged Dawn with her again, focusing solely on getting her out the door.

"Willow," Giles called, rushing around the counter toward them. "I'll see her home. Why don't you, uh-" he gestured to the door, his eyes steady on hers, but brooking no argument. "Go home. Get some rest. Dawn, come here."

Dawn stood still, looking from one to the other, her wrist still encircled by Willow's hand. "Willow?" she said softly, her voice filled with confusion.

Willow looked into Dawn's frightened eyes and dropped her hand from Dawn's wrist as if it burned. What was she doing? Sneering at Dawn wasn't enough? Now she had to abuse the poor girl, too?

Backing away, she nodded jerkily, gesturing to Giles. "Um, yes, go... I- I'll just-" she frowned, turning and hurrying through the door. It was dark outside, away from the lights of the shop. The moon was still mostly full, but it was hidden behind a sky full of clouds. As she turned the corner, she smacked into a cold, hard body.

Hands reached up to her shoulders to keep her from falling on her butt. She grabbed the man's wrists, steadying herself, feeling a jolt of pleasure flow through her.

"Willow."

As soon as she heard the voice, she tried to pull away, but Spike's hands tightened on her shoulders, one of his fingers settling under her chin to lift her face to his.

"Are you okay?" he asked, the wrinkles creasing his forehead smoothing out a little. Most of the worry disappeared behind anger and irritation as she continued to try to get him to release her.

"Of course I'm okay," she ground out, yanking harder, trying to ignore the pleasure slinking down into her belly, making her stomach tingle in the nicest way. "What's the matter? Buffy-" she gasped out as the pleasure turned into a burning sensation, flitting around inside her, making her more and more aware of the need to go to Rack.

She needed to see him. Had to go to him, to feel the magick flowing through her as he did whatever he wanted to do to her.

Her body, though, was reacting to Spike, in every possible way as he pulled her into his arms briefly. The tightening of her nipples made her pull away from his arms and take a step back.

Now was not the time to get turned on by Spike. She needed to go to Rack, not caress Spike.

Fisting her hand into her stomach, where the pleasure was starting to concentrate before it headed lower, she glared up at him, wanting to halt it, to stop herself from wanting him, but she couldn't seem to help it. Need for something that was just beyond her reach was spiraling around inside of her, out of control.

And, this wasn't just about Spike. The magick, and Rack, and all of everything was combining to make her... ack! Horny.

"Willow, are you-" Spike began, stepping toward her to touch her again. Always with the touching. She didn't need, or want, him to touch her.

"I'm fine," she snapped, closing her eyes and sighing heavily. Finishing her earlier thought, she stepped forward, glaring even harder at him. "What's the matter? Buffy not available for you to fawn over?"

Her voice didn't carry nearly as much bitterness as when she'd first spoke, but her face did. Her eyes bored into his, daring him to refute the facts. Buffy hadn't come home until late last night, avoiding Willow completely when she did get in. Willow was sure Buffy'd gone out of her way not to run into her.

And what other reason was there for that than she was ashamed of having given in to Spike again. It was all his fault.

The buzzing in her body was increasing, making her very uncomfortable. She felt like she needed something to fill her up inside, to complete her. Her hand, somehow, found itself raising toward Spike's arm, her fingers itching to touch his hard skin, muscled and cool to the touch.

It was on the tip of her tongue to ask him to help her, to keep her from going to see Rack, but before the words left her lips, she remembered the feeling of Rack sliding his hand into her chest, plunging his magick into her at the same time as he took hers from her. Tit for tat.

Gotta pay somehow.

That's all this was: Payment. No biggie, it was something she could handle. She'd go see Rack one last time. Just once more.

Spike's arms tightened under her hands, and her breath left her a little wildly as she imagined what Spike could do with those arms and the fingers attached to the arms. He could probably strum her like a guitar, stroke her like a cat.

Her eyes widened. She had to get out of there.

"I wouldn't know," he was saying, in response to something she'd said, she had no idea what. About Buffy still? He looked beyond her for a few seconds, his eyes filled with guilt.

What was that about? She had to blink a few times to make sure she was seeing it, not just imagining it.

"I spent all night searching for Rack."

He was talking again. Why was he talking? She was so close to him now, right in front of him, close enough to smell the leather and woodsy scent coming from him. And blood. There was a distinctive copper scent wafting from him. Other than the blood, he smelled good. Felt good too. Really good, like all manly and strong and hard. Muscle-y. She wanted- nothing, damn it. Nothing from Spike.

Her hand raised to his shoulder, pushing him away. As he stumbled back, his eyes narrowed on her, eyeing her suspiciously.

She knew she looked drunk, and she knew he was aware of why. They were adults here, and they didn't need to beat around the bush. It was powerful, so powerful, flowing through her, making her- and then she realized what he'd said, and her eyes widened.

"What? You didn't-" she licked her lips, swallowing over the urge to pant. "Did... did you kill him? Is he dead?" Oh, please don't let him be dead. She needed him. The desire was growing, urging her towards Rack, the burning flowing into each limb, lighting up a path of need the whole way.

She made a silent deal with herself: Just one more time. She'd go to him one more time, and then that was it. After this time, she could fight the feeling, fight the urge, fight... whatever this was. But this time, this time it was alright to go to him.

It was okay. She was going to be okay, just as soon as she saw Rack.

"No, I didn't kill him," Spike said angrily, fury dripping from his lips as he glared down at her. "Not for want of trying though. I just... had a little headache problem."

"Hmm?" she asked absently, no longer paying attention to him. She needed to get to Rack, to have his hands inside her. She felt so empty without him.

"Willow," he began, his voice sounding a little softer, a little less angry as she looked past him. "Listen to me, Willow."

She nodded and glanced up into his face for a second before losing interest.

"Do not go to see him again." He shook her when she silently nodded, not convincing him in the slightest. Her whole body shook bonelessly, her lips twisting up into a crooked smile. "Bloody hell, Willow," he mumbled, pulling her into his arms once again. "Can you even hear me?"

She smiled against his chest, touched by his concern for her, needless though it was. "It's okay, Spike." She reached up, cupping his cheek in her palm as she rested her other hand against his chest. "You don't have to worry anymore." Closing her eyes, she whispered, "Ablego."

Spike's eyes widened a brief second before he went flying down the alley. She watched him smack against the side of a dumpster and drop to the floor of the alley, before she started running in the direction of Rack's place.

 

********

 

Halfway to the CU campus, Willow took a sudden sharp left, and headed down an empty alley. The fact that alleys were becoming a bigger part of her life than they ever had before didn't faze her in the least. What Rack could do to her, that was all she cared about. Her body ached to feel the magick swim inside of it, to feel the pull of his magick answering hers.

Stepping through the barrier in the dripping brick wall, she bit her lip in expectation and glanced around, frowning at the empty waiting room.

"Weird," she muttered, noting the fancier than normal furniture. Plush blue carpet lined the floor and new furniture lined the walls, along with some pretty nifty artwork. One of the paintings had a wicked swirl of colors that was almost hypnotic.

Shaking herself from the daze she was falling into, she strode quickly across the room to the door on the right.

Everything was all backwards this time. But cool.

The painted white door, with its brass doorknob, looked far more inviting than the old door with its peeling paint and filthy surface. She had a good feeling about this and was glad that her last visit was going to be nicer than normal. She didn't bother knocking; she could sense that Rack was alone. Twisting the knob, she pushed the door open and found herself surprised yet again.

"Wow," she said with a chuckle, glancing around the large bedroom with a whistle. The décor was traditional: Blue carpet, with matching trim complementing the white walls. A huge bed against the wall dominated the room, dwarfing even Rack, who was sitting on the small loveseat across from her. He was dressed nicely, in a casual white shirt with black slacks, his hair washed and combed. And he was clean.

She'd almost go so far as to say he was handsome. Almost.

If he weren't scaring her with that sneaky grin of his and the smug look in his eyes. Not to mention the big bed against the wall behind him. Fear started her heart thumping, pushing away the eagerness for Rack's magick booster. He held his hand out to her, the long fingers graceful as he motioned for her to join him on the small couch.

"Uh..." she swallowed thickly, suddenly wondering at the brilliance that she was supposed to possess. She was deeply stupid. Something wasn't right here. "Hi," she said uncomfortably, leaving the door wide open as she took one small step inside. "Where is everyone?" And then, not feeling that was enough, she added, "Nice furniture," before trailing off with an awkward smile.

He smiled right back, his lips spreading wide across his face. "Oh, I sent them all away." His voice was teasing and light, assuring her that nothing was wrong. Nothing at all.

She didn't believe that, though, not anymore. Her gut was warning her to get out of there, to leave now, but her magick was feeling the pull of his, drawing her further into the room. "Is Amy..." she frowned, not able to remember what she'd been about to ask. "Um, my friend was, um, did Spike-"

"He was here," Rack assured her, his smile growing even wider, chilling her with its sinister quality. "Come here, Willow." He once again held his hand out, and this time she moved forward, taking it in her own. "Your vampire friend tried to keep you from me..." he licked his lips, tilting his head to the side as he considered her. "Should I punish you?"

Willow gulped quietly, no longer wanting to be there. She tried to stand up, to run from the room, to leave Rack and his evil feelings behind, to run to Spike and apologize to him and tell him he was right all along about Rack... tried to do all of that within the space of a few seconds and only ended up nodding. "Yes," she whispered, stunned by her own voice speaking the word, stunned by her head moving up and down in agreement. She didn't want Rack to punish her. She didn't want him touching her at all.

His hand, cold and clammy on her own, tightened painfully until she whimpered and looked down at it.

His eyes raised to hers, his other hand lifting to her cheek, mimicking the gesture she'd used on Spike earlier. "Close your eyes," he whispered, leaning forward to tickle her ear with his breath, to penetrate her mind with his voice.

She did as she was told, again without wanting to. He was controlling her now. There wasn't an ounce of freewill left in her. Except her thoughts. Those were free to roam and fear every little thing he intended to do to her.

His hand drew her to her feet, leading her unerringly toward the bed.

"No, please," she begged, opening her eyes and shaking her head at him. "I wanna go home." Her piteous voice, loud and shaking as it was, didn't make a sound in the room; it was swallowed up by the empty atmosphere, though she knew he heard her.

His lips twisted up into a smirk as he yanked the blankets down, exposing the silky white sheets to her gaze. With a chuckle, he pushed her onto the bed and straddled her waist.

She hid a scream, knowing it wouldn't come out anyway, and closed her eyes, trying to concentrate her magick on him, to do what she'd done to Spike earlier, but nothing happened. When his hands settled over her chest, she screamed at the pressure of his hands shoving their way inside her body. There was no gentleness this time.

He pushed and prodded and shoved his way into her body, forcing every drop of magick to the fore, sucking it into his own body as his fingers went in search of her memories. The touch of him in her mind this time was more than an invasion. She felt like she was being raped and her heart broke all over again for Tara.

She'd done this to her girlfriend. She'd violated her girlfriend, and then the rest of her friends. Oh, God. She screamed again, lashing out with her voice, pouring all of her guilt into the sound that reverberated inside her head, making Rack laugh joyfully. The full, rich sound of his laughter made her shudder and withdraw, forcing her to hide from his invading magick. Her body stayed still, her eyes opening and focusing on his filthy face, dirty again before flickering back to immaculate. He had on a glamour, hiding his true form from her.

She wondered what else was just a facade.

"Let's see what we can use tonight, lover." He spoke quietly, distractedly as he moved around her memories like he was flipping through an old book. Each memory he touched was brought to the forefront of her mind for a split second, making her experience all of the emotions associated with each memory.

She felt tears slide from her eyes as Oz left, felt the sobs shaking her body as he drove away from her. Felt overwhelming pleasure explode inside of her as Tara used her fingers to skillfully bring her to orgasm. Felt the betrayal flood her as she saw the bite mark on Buffy's breast.

"Ah," Rack muttered, laughing lightly as he shoved deeper, pushing harder into her mind. "I think this one will do nicely."

Willow tried to pull free, to release him from her mind, to get away from him, somehow, but she was frozen in place, unable to move more than her eyes. She fastened them on Rack, promising payback when she was able to move again, and wondered at her sanity for tipping her hand.

It only served to amuse him though. He grinned and shook his head, pulling his hands free of her chest, sliding them down her abdomen, touching her in a way he never had before.

And then the magick slipped into her and she gasped, throwing her head back with the force of it. Her eyes slid shut, her hands releasing the sheet beneath her as her breath slowly left her. Pleasure glided into her, freeing her own magick from behind the tight control she'd tried to keep on it. It flowed from her as images assailed her.

Spike, kissing her, touching her with so much love in his eyes. She smiled under the blanket of his feelings, allowing herself to feel for him unabashedly. Just here, in this place. Once she was in the real world again, she'd go back to hating him-or pretending to hate him anyway-and avoiding him. But for now, she would bask in the love he was offering her.

His smile widened as his hand slid down her shoulder to her back, sliding down to cup her behind and draw her closer to his already prominent erection. She was lying on a bed in the same glade as before. Blue skies dominated over little white puffy clouds. He sat beside her, drawing small patterns on the inside of her arm.

"You're beautiful," he whispered, leaning down to kiss her. Both of them were naked and, as the breeze blew against their skin, she felt more contentment than she'd ever felt before. She stretched under his watchful gaze, smiling lazily when he trailed his fingers across her abdomen. "Mmm," she moaned, loving the feeling of Spike touching her. His lips pressed harder to hers, his fingers tightening over her hip, holding her still.

Spike, obviously feeling impatient, straddled her legs and kissed his way down her neck to her breast. His tongue played with her nipple for a few seconds before sucking it into his mouth. His fingers slid inside of her, readying her for him.

She could've told him she'd been ready for days, weeks even. Maybe her whole life. But she was too happy to speak. Closing her eyes, she spread her legs apart, gasping at the feel of his callused fingers teasing her clit.

And then he spread her legs further with his cool hands, his fingers pressing into the flesh of her thighs. His erection pressed against her, sliding in just the tiniest bit as his lips captured her nipple again.

She opened her eyes, raising her hand to cup his cheek, showing him with her touch what she couldn't say with her words.

"I love you," he told her, his voice so filled with longing and tenderness that it hurt her heart to hear it. To see it on his face and in his eyes.

Her fingers slid into his hair, pulling him down for a kiss. "I love you, too," she finally whispered into his ear.

"Oh God, Buffy," he grunted, thrusting into her forcefully.

She stiffened, shoving at him just as forcefully as he was thrusting into her, pushing with her arms on his chest, getting her feet under her, trying to get him off of her, but he wasn't stopping. "Get off!"

He thrust into her harder, grunting with each stroke, forcing an answering gasp from her as he brought her pleasure that she didn't want.

"It's always been you, Buffy. You're the one I love." He groaned, straining as he reached behind him and lifted her legs around his waist.

Willow clawed her fingers into his chest as his words dashed against her fragile emotions, confirming what she'd suspected. He'd never loved her. Never loved her. Never loved her. She repeated the words over and over in her mind, trying to get it through to her body, to make her body stop feeling so good, to keep the tightening desire from spiraling higher and higher as he moved deeper into her.

His hands slid behind her, lifting her a little to bring her closer. Their stomachs and chests pressed into each other, their skin melding into one as he wrapped his arms underneath her. His breath panted in her ear in short, hot bursts. His eyes fastening on hers so lovingly as he pulled back to gaze at her. With so much passion... for Buffy.

A sob escaped her, tears falling from eyes that could only see him. Every inch of his cold, lying eyes and dead heart. His soulless fingers, touching her back, the tips digging into her shoulder blades.

"Let me go," she demanded, a little surprised that she could still speak, that she was still in command of her voice. Her body, however, was still reacting to him in a way that was completely not under her control. She was furious and filled with more pain and- pain.

She looked around the wooded glen, remembering something... something wrong. And off. This wasn't really happening. She wasn't here.

The glade grew darker as Spike pounded into her, dropping her back to the bed to touch her. His hands roughly caressed her breasts and then reached up to hold her face still. "Look at me, Willow. Look at me."

She ignored him, knowing he wasn't Spike, seeing past the facade around her. This wasn't a glade. Walls were growing up in place of trees, walls covered in filthy, peeling wallpaper. A ceiling formed over the two of them, and as suddenly as that there was no blue sky or forest glade, just the two of them in a seedy, rundown room.

Spike's hair grew longer, his face wider, the blue of his eyes turning to brown. He was no longer Spike.

Rack sat poised above her, inside her, his fingers clawing at her flesh, his smug sneer turning cruel. "Ah, you're back," he chuckled, looking over his shoulder at something, before looking back at her.

Power cursed through her veins, fueling her fury with something tangible. She raised both of her hands and pressed them against Rack's chest. "Burn," she ground out, smiling in satisfaction when he flew off of the bed with a shout of pain, leaving a trail of smoke behind. A woman screamed, drawing Willow's attention to the door, which was still open, but no longer looked as before. Amy was standing in the doorway of the filthy, stained, peeling paint door from her previous visits.

Willow frowned at the familiar sights of the filth-encrusted room, and the crowd of people in the other room. She'd been here the whole time. With all of them watching.

Sitting up with a furious scowl, the smell of burned flesh and hair wafting to her from Rack's burned hands, she wrinkled her nose in distaste. Willow yanked her skirt down, grateful that she was at least mostly clothed. Waving the smoke away with one hand, she glared at Amy, who didn't seem to notice. She was staring in horror at Rack, watching him crouch on the floor, glaring Willow's way.

"Get out," he boomed, his voice shaking the walls, startling everyone there. His facade had also dropped. He was once again the creepy, greasy-haired man he'd always been.

"With pleasure," Willow said distinctly, sliding forward on the... not exactly a bed, more like a pile of mattresses set up in the corner of the room, away from the couch and table which were in the middle of the room. She stood up, striding across the room with a drunken swagger that she wasn't in control of. Her body was so heavy and slow-moving. A tingling feeling started in her extremities, creeping slowly up her arms and legs. The closer she got to the door and Amy and the others, the heavier and more tingly she felt. "What's-" she stopped, grabbing the doorjamb to keep herself from falling face first onto the stained carpet.

Amy darted out of her way, twitchy and nervous. "Oh, hey, Willow," she said loudly, "you should, um..." clearing her throat she skittered past her to run to Rack. All her attention went from Willow to Rack. "Rack, are you okay?"

Rack's eyes, dark as the bottom of the ocean, stayed fastened on Willow's face. "Adligo Willow..." he gasped out, pushing the words through stiff and furious lips.

Amy hesitantly reached down to touch Rack's singed hands, her face screwing up in disgust. "Um, Rack... maybe you shouldn't do that," she said reasonably, trying to draw his attention away from Willow. "She has a lot of friends. Slayer-friends. And vampires. That Spike guy, he's-"

"Shut up, Amy," Willow hissed, pushing herself away from the wall to stand straight. "You started this, the whole thing." Her magick swirled inside of her again, and this time, there was something more. Something she'd taken from Rack before he could finish his little playtime. She felt slithering magick, crawling along her skin, just below the surface, felt her hair start to blow by an unseen breeze that had suddenly kicked up. Power shot through her, building in intensity as Rack and Amy cowered on the floor.

Instead of sending all her fury at them, she swallowed it down and used the magick to send herself home.

"Domus." The word was hardly out of her mouth before the surrounding filth and people disappeared from view. Her own room reappeared around her, her magick depositing her just off center of the bed. She dropped to the springy mattress and bounced off the edge, thudding hard on the floor, landing on her right side.

Her head smacked into the carpeted floor, feeling the hard wood beneath trying to crack her skull. She laid still for a few seconds, letting her body get used to the non-motion before rolling onto her back to stare up at the ceiling.

Just before the magick simmered down, she sent a silent apology to Tara, hoping she heard it, felt it, something. And then she passed out.

 

********

 

Spike was having a dream that was custom-made for him. Willow was there with him. Her fingers fisting in the cotton of his t-shirt, drawing it out of the waistband of his jeans as she playfully walked him backwards, into an alley.

She wanted him.

He put his hands over hers, halting their progress as he tossed a look over his shoulder, making sure no one was coming to ruin their fun. When he looked back at her, he saw her eyes briefly turn black before going back to normal.

He frowned at her, suddenly uneasy. "What was that?" he asked, resisting as she tried to pull her hands free. There was something wild and unruly about her, and though it made her even more beautiful than she already was... there was also something frightening in the careless way she shrugged and smiled at him.

This feeling was all too familiar. So was the blank look she was giving him. "Whatever game this is...?" he said harshly, stalking past her. "I'm not playing."

"Don't go," she called desperately, also begging him to stay with her eyes, pleading with him not to leave her.

When he turned away, she spoke again. This time, her voice was hard and her words chilled him to the bone.

"If you go, I'll grab the first man I run into."

He stopped, but didn't turn around. His voice, when he spoke, was low, floating behind him to reach her ears alone. "I've had enough of being used, Willow. I can't take it anymore." He started out of the alley, feeling pain twisting in his chest, tightening his dead heart. "Not from you."

"Please," she begged, practically sobbing now, almost daring him to turn around and look at her. To go to her and touch her. Taste her. Feel her soft skin, taste the saltiness of her skin and smell the perfume that was all Willow.

He was unable to stop himself as he turned, just for one last look at her before he left her to her task of finding someone else.

She was against the filthy brick wall, her shoulders touching the slime-covered bricks, seemingly oblivious to her surroundings, her feet splayed as she slid her hands under her blouse, gasping.

Seeing her touching herself wasn't nearly as fun as he'd sometimes imagined. He moved closer, fully intending to replace her hands with his. It would be mean and cruel of him to leave her alone and wanting. And he sure as hell didn't want her finding someone else to shag. That was his job, his pleasure, his privilege. Willow was his.

She moaned as he slipped his hands around her waist. As he leaned in to kiss her, she suddenly slapped him, stinging his face with the unexpected blow.

"What the bloody hell did you do that for?" he demanded, jerking back to glare at her. But it wasn't Willow there in his arms anymore; it was Giles. "Gahh!" he yelled, backing away from the other man with a shudder. "Back off, mate!"

Giles sighed and rolled his eyes. "Wake up, you bloody-"

"Giles," Dawn warned, stopping the furious words about to spill from Giles' lips.

Spike opened his eyes slowly, glaring at Giles. "Keep your bloody hands off me, got that? You don't touch me."

Dawn frowned at him curiously, looking from one man to the other before settling her big Buffy-wannabe eyes back on Spike. "You British guys and your bloodies... are you okay?" Her hands settled on his right arm, hauling him into a sitting position with a little help from him.

He looked quickly around the alley, hoping to see Willow there, but she was nowhere in sight. His head sent up a shout of pain. "I'm fine," he mumbled, wondering if vampires could get brain damage if hit enough times. Sitting straighter, he glanced at Dawn, noting her sulky look. Clearly the moody teen was in one of her snits. He paid her no mind and turned back to Giles. "Where's Willow?"

Giles stood up, staring dispassionately down at him. "Home, most likely." He looked around him, scowling at the filth that littered the place, and then went back to his glaring. "What happened to you? And why do you care about Willow's whereabouts?"

"Willow happened to me," he said with a sigh, getting his hands under him to push himself up. At a kneel, he stopped, waiting for the dizziness to pass. Raising his eyes to Giles, ignoring Dawn as she hovered behind him, he sighed, shaking his head. "She's got a problem."

Giles nodded, not looking as shocked as Spike had expected. "I don't suppose you have an idea as to what's wrong with her?"

Spike chuckled humorlessly, hearing the tautness in Giles' voice, knowing the other man was keeping himself in check by a very thin thread. Darting a look at Dawn, he nodded but kept silent for the moment, focusing instead on climbing to his feet. Once standing, he stumbled into Giles, catching himself as Giles shoved him backwards.

Instead of snapping at Giles like he wanted to do, he shook his head to clear it and closed his eyes, stretching his neck. "Rack." He was pretty sure Giles was smart enough to know what he meant. He didn't really want to go into particulars with Dawn right there.

Giles closed his eyes slowly and sighed. "Damn that careless, foolish girl."


End file.
